A dispute over the alleged unlawful appointment of new directors to a company behind the Islamic Cultural Centre of Ireland has led to the month-long closure of the mosque in Clonskeagh, Dublin, the High Court heard.
Mr Justice Brian Cregan on Wednesday said he will likely make orders under company law regarding the appointments if five named new directors of the Al Maktoum Foundation CLG, which owns the cultural centre, do not respond to the lawsuit.
The case has been brought by Dr Abdel Basset Elsayed, a Meath-based medical consultant and director of the company since 2012, and secretary since 2022.
The Al Maktoum in-house counsel, Joseph Sallabi, told the judge that in August 2023, there were only three directors, one of whom was Dr Elsayed.
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One of the three resigned, and Mirza El Sayegh, the third director, appointed five new directors and took control of the company, he said, adding that this was without Dr Elsayed’s knowledge and without board approval.
“The situation is really grave as they have now filed submissions with the Companies Registration Office (CRO) changing the constitution and tampering with the records of the company,” he said.
Mr Sallabi said the five directors, who are listed as notice parties in the case against the CRO, are all resident in Dubai but have their places of business in Ireland.
He said notice of the proceedings has been served by post on the five: Ahmad Tahlak, Hesham Abdulla Al Quassim, Khalifa Aldaboos, Mohamed Musabeh Dhahi and Zahid Jami, all of Roebuck Road, Clonskeagh.
None appeared or had representatives in court. Mr Justice Cregan said notice should also be served to them by email.
When the judge pointed out that the issues all appear to have taken place a year ago, Mr Sallabi said they only became aware of them in October.
In a sworn statement, Dr Elsayed, who is an applicant in the case alongside the company, said the company received a letter from its auditor confirming only he and Mr El Sayegh were directors after the other resigned last August.
The auditor recommended that the board includes at least two directors who are based in Ireland to ensure an adequate governance structure.
Last January, Dr Elsayed said, Mr El Sayegh received a directive from the Mohammed Bin Rashed Al Maktoum Humanitarian and Charity Establishment to add four directors to the company.
On January 20th, Mr El Sayegh allegedly passed a purported board resolution authorising the appointments of four individuals.
“The purported resolution was issued without my knowledge, attendance or contribution,” said Dr Elsayed.
Between April 19th and June 7th last, he said, Mr El Sayegh submitted forms to the CRO appointing the five new directors. Dr Elsayed claims those appointments are invalid, and did not follow the requirements of the company’s constitution.
The case alleges the appointments were made “under instructions from an unrelated Dubai-registered organisation with no corporate ties to the company, except Mr El Sayegh’s directorship in both entities”.
The applicants seek an order, under section 173 of the Companies Act 2014 and under the court’s general jurisdiction, directing the rectification of the CRO register by removing the allegedly unlawfully appointed members. They also seek an order restraining the new directors from performing any duties or representing themselves as directors of the company.
The Al Maktoum Foundation was incorporated in 1997 to “establish a position for the Muslim community within the Irish society that is fair and based on due rights and to work for a more enlightened appreciation for Islam and Muslims in wider society, as well as fostering better community relations and working for the good of society as a whole”.
