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IN THE NATIONAL INDUSTRIAL COURT OF NIGERIA IN THE OWERRI JUDICIAL DIVISION HOLDEN AT OWERRI BEFORE HIS LORDSHIP HON. JUSTICE O.Y ANUWE Date: October 09, 2015 Suit No: NICN/OW/102/2014 Between Mr. Ademola Olubanwo ….. …. Claimant/Respondent And BOC Gases Nigeria Plc. …… ….. Defendant/Applicant Representation: F.U. Okoro for the claimant/respondent F.A.T. Adeyemi for the defendant/applicant RULING This action was commenced by way of complaint dated and filed on the 25th day of November 2014, wherein the Claimant sought for the following reliefs against the defendants: 1. A declaration that the Summary dismissal of the Claimant from the Defendant’s services as an employee as contained in the Defendant’s letter of 4th April 2012 without affording the Claimant opportunity to defend himself before the defendant’s investigation committees is a violation of the Principles of natural justice as enshrined in the constitution of the Federal Republic of Nigeria 1999 (as amended) and Articles 6.6 & 6.7 of the LINDE Group Code of Ethics and Article 40 of the BOC Gases Nigeria Plc. Management Staff Terms and Condition of Service, as such, null, void and of no effects whatsoever. 2. An Order of the Honourable Court setting aside, and/or nullifying the Claimant’s summary dismissal by the Defendant as contained in the Defendant’s dated the 4th day of April 2012. 3. An order of the honourable court mandating and or directing the defendant to pay to the Claimant yearly salary and Gross salary increase for year 2001 to year 2014 in which this suit is commenced, and thereafter, yearly gross salary increase until the date of judgment in this suit and thereafter till final payment, which yearly gross salary increase is calculated as follows: (i) Year 2011 Gross salary Increase effective from April 1, 2011 to March 31, 2012 is N4,561,000.24. Prorate this for January 2012 to March 31, 2012 is N1,140,250.06 only. (ii) Year 2012 gross salary increase effective from April 1, 2012 to March 31, 2013 at an increase of 40% over 2011 Gross salary increase is N6,385,400.34. (iii) Year 2013 gross salary increase effective from April 1, 2013 to March 31, 2014 at an increase of 40% over 2012 Gross salary increase is N8,939,560.48. (iv) Year 2014 gross salary increase effective from April 1, 2014 to March 31, 2015 at an increase of 40% over 2013 Gross salary increase is N12,515,384.67. 4. The sum of Two Hundred Million (N200 Million) as aggravated and general damages for wrongful dismissal, an action which had made the Claimant not able to secure any other job over the years and cater for his family. By a motion on notice filed on 4/3/2015 and brought pursuant to, Order 25, Rule 5 National Industrial Court Rules 2007 and under the inherent jurisdiction of the Court, the defendant/counter claimant/applicant’s counsel was heard by the court on 10/6/2015 seeking the following orders: 1. An order joining Prafda Industrial Services Ltd. as defendant to Counter Claim in this suit. 2. An order lifting the corporate veil of the defendant to counter claim to discover the subscribers to its Memorandum and Articles of Association, Directors and Shareholders. The application is supported by an 18- paragraph affidavit sworn to by John Uche, a clerk in the office of the defendants’ solicitors. In the written address accompanying the application, counsel proposed an issue for determination:- Whether the defendant is entitled to the orders sought i.e. an order for joined of persons and an order lifting the corporate veil of the claimant. Learned counsel for the applicant submitted in this regard that the Court is lawfully empowered to lift the corporate veil of the party sought to be joined as defendant to counterclaim at the instance of the allegation by the defendant, that the claimant defrauded it by pilfering its products and delivering same to PRAFDA INDUSTRIAL SERVICES LTD. The claimant in this suit ,who was the defendants’ Area Sales Manager (south-south) is the alter ego of Prafda Industrial Services Ltd, he used his position (as defendants Area Sales Manager South-South to transact business with his own company by supplying products to it and instead of invoicing the company for payment for the supplies delivered, invoiced Pabod Breweries Ltd. while his company failed, neglected and or refused to pay for the supplies it collected from the defendants. Counsel submitted further that the claimant (the erstwhile area Sales Manager of the defendant from 2008 to April, 2012 and his three under aged children were and are still the only subscribers to the Memorandum and Articles of Association of and Directors of Prafda Industrial Services Ltd. Therefore, whatever profit/money made by the Prafda Industrial Services Ltd from the transactions with the defendants was made by Mr. Ademola Olubanwo and his three children. Thus, the claimant Ademola Olubanwo and his children defrauded the defendant by delivering defendants’ products to their company PRAFDA which failed refused and neglected to pay for the products it collected. It is counsel’s submission that the claimant has been communicating and negotiating with the defendant for and on behalf of Prafda Industrial Services Ltd through e-mails in respect of business the claimant used his company to do with the defendant. That the claimant and his three under aged children are the same as Prafda Industrial Services Ltd as they are its face, soul and body and one and the same with it. The truth of these facts are further revealed, by the fact that Prafda Industrial Services Ltd is owned completely by the claimant and his children, with him exclusively managing the company’s affairs, including operating its accounts with its bankers. See the case of MEZU vs. CO-OP & COMMERCE BANK PLC. (2012) All FWLR pt. 655 207-212. Although, the separate legal entity of Prafda Industrial Services Ltd is sacrosanct, there are occasions when the law will allow lifting of the veil of a corporate entity. See MEZU vs. CO-OP & COMMERCE BANK PLC (supra). One of such occasions, that necessitates the disregard of the doctrine of separate legal entity from the founders of the company is, where the founders are hiding under the cloak of separate legal entity of the company in perpetrating fraud and misconduct as in this case of the claimant in this suit. On the above position of the law, counsel placed reliance on the case of FOSS vs. HARBOTTLE (1843) 1 HA877; and SALOMON v. SALOMON & CO. LTD. (1897) AC. 22. In the light of the allegation of fraud and misconduct practiced on the defendant by claimant, via Prafda Industrial Services Ltd, the court will be justified and obliged in the circumstances of the instant case to lift the veil of incorporation of the company to ascertain the true face of the claimant and his status as a Director and subscriber to Prafda Industrial Services Ltd’s Memorandum and Articles of Association. Joining Prafda Industrial Services Ltd as a party to this suit, is in tandem with the Civil Procedure Rules of the National Industrial Court of Nigeria, which empowers the Court to join any person either as claimant or defendant in whom any right to relief is alleged to exist whether jointly or severally or against whom the right to any relief is alleged to exist whether jointly or severally. The defendant has alleged that the claimant used his company Prafda Industrial Services Ltd to defraud the defendant through delivery of the defendants’ products by the claimant to his said company without paying for supplies collected from the defendant while claimant was in its employment as its area Sales Manager South-South covering Port Harcourt and Warri. More so, the claimant who was the only eligible subscriber and founder of Prafda Industrial Services Ltd, had the knowledge that the number of eligible directors of his company was below the legal minimum of two. Thus, by the claimant’s failure, neglect and/ or refusal to appoint new eligible directors within one month from 30/10/2009; he became automatically liable under the Companies and Allied Matters Act for all the debts, defaults, misconduct and liabilities of Prafda Industrial Services Ltd the claimant after the one month of the claimants failure or refusal to appoint new/additional eligible directors. From the foregoing, counsel urged the Court to join PRAFDA INDUSTRIAL SERVICES LTD as a party in this suit. In opposition to this application, the claimant/respondent on 20/5/2015 filed a 14 paragraph counter affidavit, to which is attached, Exhibits A, B and C. In the supporting written address, counsel articulated 5 issues for determination, thus: (1) Whether in the absence of any provision in the National Industrial Court Rules 2007 empowering in that behalf, this court has jurisdiction to join the party sought to be joined in this suit upon application of the defendant/counter claimant. (2) Whether from the claims in this suit, the defendant/applicant have shown that the party sought to be joined is a necessary party whose presence is vital before the court can effectually and completely determine the claims of wrongful dismissal in this suit. (3) Whether this Honourable Court has requisite jurisdiction to lift the veil of Incorporation of Prafda Industrial Services Ltd which is not yet a party in this suit. (4) Whether from the affidavit evidence before the Honourable Court and Exhibits A, B and C attached to the counter affidavit, the defendant/applicant has made out a proper case for the lifting of the corporate veil of Prafda Industrial Services Ltd? (5) Whether in law, the defendant/counter claimant has the vires and competence to apply for the joinder of party sought to be joined to defend the counter claim alongside the claimant/respondent? In the argument of the first issue, learned counsel for the claimant/respondent submitted that the National Industrial Court like is created by statute and its powers are exercised in accordance with the relevant rules of court. In the entire rules of court, there is neither a provision for joinder of party nor any provision empowering a defendant/counter claimant to make application as in this case for the joinder of a 3rd party as a co-defendant to the counter-claim. See the case of OGELE vs. SALIU & Ors (2006) All FWLR (Pt. 328) 796 at 803 to 804. The defendant in this case placed reliance on Order 25 Rules 5 of the National Industrial Court Rules 2007 which provides thus: Order 5(1): “where a year or more has elapsed since the last proceeding in a course or matter, the party who desires to proceed shall give to every other party not less than 30 days’ notice of intention to proceed”. Order 5(2): “a process on which no Order was made shall not be regarded as a proceeding for the purpose of this rule”. Counsel submitted that it is therefore clear from the foregoing that Order 25 Rule 5 relied upon by the Learned Counsel to found an application for joinder of a 3rd party by the defendant/counter-claimant has no bearing to the application. Thus, it is obvious from the above that the defendant’s application is not brought under any known rules of court which in the first place robs the Court of jurisdiction to entertain this application. Secondly, the inherent jurisdiction alluded to by the defendant cannot also save this application as such inherent powers of the court cannot be exercised in vacuum, and cannot be used to commit illegality. In the event the defendant invokes the provisions of Section 254 D(1) of the Constitution of the Federal Republic of Nigeria 1999 (as amended) and Order 15 and Order 26 Rule 13 of the National Industrial Court Rules 2007, which vest the court with the same powers of a High Court, and allow the discretion to adopt a procedure the court deemed necessary where no provision on same is contained in the Rules of this court. It is counsel’s submission that the provision of the constitution and the said Rules of court do not avail the defendant as the Honourable Court cannot depart from the known Rules of the Federal High Court or of the High Court of the Federal Capital Territory, Abuja to grant an application by a defendant/counter-claimant to join the party intended to be joined as Co-defendant with the claimant on record to defend the counter-claim which is not provided in any Rules of Court in Nigeria, and thus alien to our practice and procedure. See UBA Plc vs. Sambo Petroleum Company Ltd. & Anor (2003) FWLR (Pt. 137) pg. 1199 at 1219. It is submitted that the practice known by the Rules of Court is for either the plaintiff or defendant to apply for the joinder of a party to the case as facts dictates but not for a counter-claimant to apply for the joinder of 3rd party as Co-defendant to the counter claim as done by the defendant/counter claimant in this suit. Upon these submissions, counsel urged the court to decline jurisdiction to entertain this application and strike out the same accordingly. Counsel submitted that on the assumption, that this application is validly initiated, the relevant questions to be determined on whether a person should be joined as a defendant are well known and they are:- (1) Whether it is possible for the court to adjudicate upon the cause of action set up by the claimant unless the person is added as a defendant. (2) Whether the party to be joined is someone who ought to have been joined as defendant in the first instance, and (3) Alternatively, is the party someone whose presence before the court as defendant will be necessary in order to enable the court effectively and completely to adjudicate upon and settle all the questions involved in the case? To counsel, these questions must be answered affirmatively for the joinder to be justifiable. See Fidelis Nwadialo; Civil Procedure in Nigeria, 2nd edition pages 163 to 164. Similarly, in the case of Daar Communications (Nig.) Ltd. & Anor vs. Wasa Delma Nig. Ltd. (22012) 3 NWLR (Pt. 1287) pg. 370 the Court of Appeal held thus: In an application for joinder, it is only a necessary party, that is, a person in whose absence as a party a question in the action cannot be effectively and completely settled that can be joined. The person to be joined must be somebody whose presence is necessary as a party, and the only reason which makes him a necessary party to an action is that he should be bound by the result of the action and the question to be settled. There must be a question in the action which cannot be effectively and completely settled unless he is a party. See also the Supreme Court cases of: 1. Hon. Martin Okonta vs. Kingsley Nonye Philps & Ors (2010) 7 – 12 SC pg. 173. 2. Awoniyi vs. Registered Trustees of the Rosicrucian Order, SMORC (2000) 6 SC (Pt. 1 pg. 103. In this suit, the claims before the Honourable Court is for the wrongful dismissal of the claimant arising from the defendant’s refusal to allow the claimant present a defence against the verbal accusations against him. The summary of the defence and counter claim is that the claimant while in office used his company to trade with the defendant. Counsel referred the court to its records and see the claims in the Writ of Summons, Statement of Claims and the Statement of Defence/Counter Claim. The question here is: has the defendant shown by way of affidavit evidence that Prafda Industrial Services Ltd is a party whose presence is necessary before the Honourable Court could resolve the issue of whether or not the claimant was given fair hearing before the dismissal? The obvious answer is in the negative. In the supporting affidavit, the defendant made allegations that the claimant supplied materials of the defendant to Prafda Industrial Services Ltd on credit without any document in support of allegations. These allegations are unsubstantiated in the presence of Exhibit “B and C” wherein the defendant admitted liability to the said company for materials/items delivered to the defendant without payment, and are detained by the defendant. It is submitted that having failed to show the necessity of joining the party sought to be joined, the defendant has failed to satisfy the principle of law for joinder, and thus the issue should be resolved against the defendant and the application dismissed. Counsel argued the third and fourth issues jointly, and submitted that in appropriate cases, the Court can upon application lift the veil of Incorporation to proceed against the Directors of the company personally, thereby undermine the doctrine of corporate personality and limitation of liability of the members, as decided in the old English case of Salomon vs. Salomon. See the dictum of Aderemi JCA in Aderemi vs. Lan Baker Nig. Ltd. (2000) 7 NWLR (Pt. 663) 33 at 51. In Nigeria, the veil of incorporation may be lifted under statute and under case law. See generally Olakunle Orojo, Co., Law & Practice in Nigeria 5th Edition, pages. 88 to 96. Also, Section 93 of the Companies & Allied Matters Act provides:- “If a company carries on business without having at least two members and does so for more than 6 months, every Director or officer of the company during the time that it so carries on business with only one or no member shall be liable jointly and severally with the company for the debts of the company contracted during that period”. It is the submission of counsel, that the question whether or not Section 93 of CAMA (supra) is contravened is a matter of fact to be proved by affidavit evidence. In this suit, the defendant’s supporting affidavit is silent on the matters in Section 93 of CAMA. The defendant failed to exhibit any document of debt arising from the contract between Prafda Industrial Services Ltd and the defendant. At paragraphs 8 and 11 of the supporting affidavit, the defendant deposed thus: “8 that this is necessary to join as defendant to counter claim that the said PRAFDA INDUSTRIAL SERVICES LTD collected goods from the defendant through the claimant but did not pay for the products”. “11 that the claimant Mr. Ademola Olubanwo supplied/delivered defendant’s products to his company PRAFDA INDUSTRIAL SERVICES LTD without collecting money from it and without paying for it.” In the above paragraphs, the defendant failed to supply the particulars of the alleged transactions to wit; (a) the nature, quantity of goods, price and date of delivery. (b) the receipt, invoice and waybill of the goods allegedly supplied. (c) any offer or LPO issued by the said Company to the Defendant requesting for the goods. Contrary to the defendant’s stories, counsel referred the court to Exhibits “B and C” attached to the Counter Affidavit which show conclusively that at a point, Prafda Industrial Services Ltd’s account with the defendant was reconciled wherein the defendant admitted the sum of N3.5 million as payments due to the company from items and materials purchased by the defendant from the company. It is therefore submitted that the defendant has not made out any case in this application to warrant the lifting of the veil of Incorporation from the company as there are no cogent facts in justification thereof to compound the futility of the exercise. The Company which veil is sought to be lifted is not an existing party in this suit. It is trite law that this court has no jurisdiction to make an Order against a person not party to the suit before the court. In consideration of these submissions, counsel urged the court to resolve this issue in the claimant/respondent’s favour and dismiss the application. Regarding the fifth issue, counsel argued that this application for joinder brought by the defendant in its position as defendant/counter claimant, to join Prafda Industrial Services Ltd as a defendant in the counter claim with the claimant/respondent is novel and alien to the Rules of Court. By the decision in UBA Plc vs. Sambo Petroleum Company Ltd. & Anor (2003) FWLR (Pt. 137) pg. 1199 at 1219, such application by a counter claimant is not allowed. In consideration of this issue, counsel adopted his submission in respect of the first issue and urged the court to dismiss this application with substantial cost. I have carefully considered the application, the facts deposed in the affidavits of the parties and the arguments and submissions of the respective learned counsels to the parties in this case. In my view, the issues that arise for determination in this application are: 1. Whether in view of the subject matter of this suit, Prafda Industrial Services Ltd can be joined in the suit as a defendant to the defendant’s counter claim. 2. Whether the defendant has made out a case for the lifting of the corporate veil of Prafda Industrial Services Ltd. The defendant’s prayers in the motion are for an order joining Prafda Industrial Services Ltd as a defendant to the Counter Claim and an order lifting the veil of the “defendant to counter claim” to discover the subscribers to the Memorandum and Articles of Association, Directors and Shareholders. In the second prayer, the defendant wants the “veil of the defendant to counter claim” lifted. With regards to this 2nd prayer sought by the defendant, I know that the only defendant to the counter claim on record is the claimant. The 2nd prayer in the motion will therefore not apply to him, he being a human being and not a company whose veil of incorporation can be lifted. Upon reading the affidavit in support of the motion, I became certain that the person to whom the 2nd prayer is targeted is Prafda Industrial Services Ltd who the defendant sought to join in this suit. Still, the manner in which the 2nd prayer is couched suggests that the company is already joined as a defendant to the counter claim when, indeed the 1st prayer sought in this motion is to that effect. Now that the defendant’s mistake has been realized, it is clear to me that the defendant’s 2nd prayer on the motion seeks an order of this court to lift the veil of incorporation of Prafda Industrial Services Ltd. In the affidavit in support of the motion, it is averred that the claimant, who was a former Area Sales Manager, South-South, of the defendant, is a director of Prafda Industrial Services Ltd. The claimant joined the defendant about 17 years ago and was dismissed in April, 2012. The defendant is counter claiming against the claimant but it is necessary to join Prafda Industrial Services Ltd as a defendant to the counterclaim because Prafda Industrial Services Ltd collected goods from the defendant through the claimant but did not pay for the products. It is further deposed that the claimant is a director and alter ego of Prafda Industrial Services Ltd and he, together with his 3 children, Favour Olubanwo, Dominion Olubanwo and Praise Olubanwo, are the only other Directors of Prafda Industrial Services Ltd. It is also averred that it is necessary that the corporate veil of Prafda Industrial Services Ltd be lifted for the court to know who are its subscribers, shareholders and directors and to know the true face of the Directors of the company including the claimant. The deponent stated also that it will be necessary to lift the corporate veil of the company to enable the defendant to successfully defend this action and to succeed in its counter claim. IN RE OMIDIJI (OLASENI vs. OLASENI) 2001 FWLR (Pt. 35) 735 at 747, the criteria for adding parties to a suit or the category of persons who may be joined as parties to an action was set out as follows- 1. Those persons who will be directly, legally or financially affected by an order made or likely to be made 2. Those persons whose presence before the court is necessary or would be necessary to enable the court to properly and effectually determine the matter before it once and for all 3. Where the person would be bound or likely to be affected by the result of the decision 4. Where the issue or question arising out of the claim in the suit may also exist between that person and one of the persons to the action. See GREEN vs. GREEN (1987) 3 NWLR (Pt. 61) 480. On the same principle of law applicable to joinder of parties to an action, the supreme court in OKOMU OIL PALM CO. LTD vs. ISERHIENRHIEN (2001) FWLR (Pt. 45) 670 at 690 held that the only reason which makes it necessary to make a person a party to an action is so that he should be bound by the result of the action and the question to be settled must be a question in the action which cannot be effectually and completely settled unless he is a party. The Court of Appeal in DAAR COMMUNICATIONS (NIG.) LTD. vs. WASA DELMA NIG. LTD. (2012) 3 NWLR (Pt. 1287) 370 stated the principle this way: “In an application for joinder, it is only a necessary party, that is, a person in whose absence as a party a question in the action cannot be effectively and completely settled that can be joined. The person to be joined must be somebody whose presence is necessary as a party, and the only reason which makes him a necessary party to an action is that he should be bound by the result of the action and the question to be settled. There must be a question in the action which cannot be effectively and completely settled unless he is a party.” In EFFIOM vs. IRONBAR (2001) FWLR (Pt. 53) 137 it was held at page 153 that where the determination of an action between two parties would directly affect a third party’s legal right or his pecuniary interest, the court has a discretion to order the third party to be added as a party. The court further held at page 154 of the report as follows- “It is correct statement of the law that the court does not join a party in a suit for the fun or sake of it. There must be a cause of action disclosed by the plaintiff or an applicant against the party sought to be joined before the court can order for joinder.” From the affidavit in support of the motion, the defendant stated that it is necessary to join Prafda Industrial Services Ltd as a defendant to the counterclaim and the reason stated in the affidavit for wanting Prafda Industrial Services Ltd joined in the suit is that Prafda Industrial Services Ltd collected goods from the defendant through the claimant but did not pay for the products. It has not been shown in this application how the determination of this suit will affect legal right or the pecuniary interest of Prafda Industrial Services Ltd nor how the company would be bound by the result of the action. The defendant has not also shown that there is a question in the action which cannot be effectively and completely settled unless the company is a party. I have also read the defendant’s counter claim and I do not see any cause of action disclosed against Prafda Industrial Services Ltd. All the reliefs sought in the counter claim are sought against the claimant with respect to his employment with the defendant and I do not see how Prafda Industrial Services Ltd will be bound by any decision arising there from. The subject matter of this suit is a labour or employment issue. From the facts, there is no employment relationship between Prafda Industrial Services Ltd and the defendant. What the facts disclose is a sort of debt allegedly owed by Prafda Industrial Services Ltd to the defendant through the claimant. As I have already pointed out from the defendant’s supporting affidavit, the reason the defendant seek to join Prafda Industrial Services Ltd in the suit is that the company collected goods from the defendant through the claimant but did not pay for the products. The defendant has not counter claimed for the sum of the said goods from the claimant as to make it necessary to join Prafda Industrial Services Ltd as a co-defendant to such claim. The only claims in the counter claim where Prafda Industrial Services Ltd was mentioned are particulars (a) and (e) of relief 2 which contain thus- “(a)failure, neglect or refusal to obey lawful order and instruction of the defendant not to sell its products on credit to cash (noncredit) companies/customers like Prafda Industrial Services Ltd and Crystal Productions without permission or authorization from his superior manager i.e General Manger, which order he disobeyed. (b)------------------------------------ (c) ----------------------------------- (d) ----------------------------------- (e) delivery of the defendants product by the claimant on credit to non-credit customer (Prafda Industrial Services Ltd) his own company and others which is a non-credit customer without collecting the money/sales price from the company and without authorization from a superior manager amount to theft or pilferage of defendant’s products/goods.” These particulars do not show any claim or cause of action against Prafda Industrial Services Ltd in the employment dispute between the claimant and the defendant. In the body of the counter claim, the defendant went on to state the relationship between the claimant and Prafda Industrial Services Ltd and how the claimant gave defendant’s goods to Prafda Industrial Services Ltd without any payment. All these have no bearing on the subject matter in dispute. The issue in dispute is whether the dismissal of the claimant was justified or not. I do not see how the presence of Prafda Industrial Services Ltd will enable this court resolve the issue of whether or not the claimant’s employment was validly terminated or not. Having examined all the facts and circumstances of this application, it is my view that no compelling reason has been shown which will require Prafda Industrial Services Ltd to be made a party to the suit, particularly not as defendant to counter claim. The defendant’s prayer to join Prafda Industrial Services Ltd as defendant to counter claim is refused. By the fact that this court has refused the 1st prayer of the defendant, it seems it is no longer necessary to examine the 2nd issue for determination in this application. But upon looking at the facts deposed by the defendant in the supporting affidavit, I feel there is the need to make a specific finding on the 2nd prayer sought by the defendant. The defendant sought in the 2nd prayer an order of this court lifting the veil of incorporation of Prafda Industrial Services Ltd. An incorporated limited liability company is always regarded as a separate and distinct entity from its shareholders and directors. The consequence of recognizing the separate personality of a company is to draw the corporate veil over the company. The courts are however vested with jurisdiction to lift the corporate veil of any company whenever it is necessary for the purpose of revealing its members. In deserving situations, the court can, in the interest of justice, lift the veil of incorporation to see the characters behind the company particularly where the company is being used as a mask by the directors to avoid recognition. See NDIC vs. VIBELKO NIGERIA LTD (2006) All FWLR (Pt. 336) 386 at 401; ALADE ALIC NIGERIA LTD (2011) All FWLR (Pt. 563) 1849. In the facts averred in the affidavit in support of the motion, the defendant wants the veil of incorporation of Prafda Industrial Services Ltd lifted for these reasons- i. To discover the subscribers to the Memorandum and Articles of Association, Directors and Shareholders. ii. For the court to know who are its subscribers, shareholders and directors iii. For the court to see and know the true face of the Directors of the company including the claimant. iii. To legally and officially link the claimant with all the activities of the company However, the affidavit in support of the motion was deposed to by John Uche, a clerk in the office of the defendant’s solicitors. He stated that he is familiar with the facts of the case and he knows that the claimant is a director and alter ego of Prafda Industrial Services Ltd and that he also knows that Favour Olubanwo, Dominion Olubanwo and Praise Olubanwo, who are children of the claimant, are the only other Directors of Prafda Industrial Services Ltd. The deponent stated further that the claimant, together with his three children, are the soul of Prafda Industrial Services Ltd and they own the company exclusively. And in paragraph 13 of the supporting affidavit, it was averred that the claimant is the alter ego, the face and soul of the company and exclusively manages, signs the cheques and operates the accounts of the claimant with its bankers. In his written address, the defendant’s counsel submitted that Prafda Industrial Services Ltd was incorporated on 30/10/2009 and the Memorandum and Articles of Association of the company shows that it has Four Subscribers who are Ademola Olubanwo, Favour Olubanwo, Dominion Olubanwo and Praise Olubanwo. These four subscribers are also the only Directors and Shareholders of the company. The purpose for which courts will lift veil of incorporation is to reveal the members of a company. In this application, the defendant has said it already knows details about Prafda Industrial Services Ltd. The defendant has told this court the date the company was registered; the content of the memorandum and articles of association and the names of the subscribers, directors and shareholders. The defendant also knows about the operation PRAFDA up to the alter ego, the soul and the faces of the company! There is no more that will be revealed if the veil of incorporation is lifted of the company than the defendant has already known. In fact, from all the facts and particulars of Prafda Industrial Services Ltd given by the defendant, the defendant has unveiled the company by itself. I do not therefore see any reason for seeking the order. The discretionary power of court to crack the corporate veil of a company is not exercised just for the fun of it or to embarrass an individual. Since the defendant has stated clearly that it already knows who are the directors and members of Prafda Industrial Services Ltd, the order sought in the 2nd prayer of the motion no longer has any relevance and cannot be made by this court. The 2nd prayer is also refused. In the final result, the two issues determined in this application are resolved against the defendant. The application fails and it is hereby dismissed. The case will proceed to hearing. No order as to cost. Ruling is delivered accordingly. Hon. Justice O.Y. Anuwe Judge