There seems mischief afoot and a conspiracy involving Ms. Azeena Baksh, Registrar of Companies, the Berbice Bridge Company Inc. (BBCI) and Dr. Ashni Singh, Minister of Finance to conceal information from the public about the Bridge Company. One year after the NIS had invested nearly one billion in preference shares in BBCI, the company wrote the NIS telling its General Manager that it would not be receiving any dividends for 2014 because “the company had not made any profits”.
One of the regulatory controls of companies is disclosure to the public, mainly through an annual return. The problem is that BBCI has not filed any returns with the Registry since 2011 and has resisted every attempt to have it comply. The reason has become clearer over the past month with the Minister of Finance giving the company cover NOT to file for some time yet, even though he has no such power under the law. Even if the Minister had such power, the company had not met the conditions set out in the Companies Act for any extension of the filing date.
The law requires that an AGM be held in each year and that no more than fifteen months may elapse between two AGMs. It also requires that within forty-two days of the AGM, the company must file with the Registrar, its annual return together with its audited financial statements, the report of the auditors, and the report of the directors. The Act also requires that the accounts to be laid at the AGM must be dated no more than six months before the meeting. That means that the AGM of a company with a yearend date of December 31 must be held no later than June 30 of the following year.
The Minister with responsibility for the administration of the Companies Act, in this case the Minister of Legal Affairs, may extend the period of fifteen months, or permit a company to hold its AGM in a calendar year other than the one in which the meeting should be held.
There are a few catches that expose the Registrar, the Minister of Finance and the directors of the BBCI in the recent “extension”. First, any application must be made before the period or year has elapsed; requires the payment of a prescribed fee; and so far as the date of the accounts is concerned, the directors of the company have to make an application to the Registrar for any extension of the six month-period. My perusal of BBCI’s public records at the Commercial Registry does not disclose any evidence that any of these requirements was met.
I became particularly interested in the returns and audited accounts when I learnt from the Private Sector Commission that the NIS had bought $950 million worth of preference shares in BBCI from NICIL which was running out of cash to finance the construction of the Marriott. In early March, having checked the public records of BBCI and confirmed that the company was still delinquent with its filing, I spoke with and wrote the Registrar asking that she carry out her duties and demand the outstanding returns and accounts.
To her credit, Ms. Baksh wrote the company on March 17 making a demand for the years 2012-2014 and authorised that I be provided with a copy of the circular Notice of Default. Instead of complying with the Default Notice however, the company responded in a letter marked Private and Confidential that the Minister of Finance had given the company up to June 15 to hold any of the outstanding Annual General Meetings.
For her part, instead of responding to the company to let them know that she could not accept the letter since the Minister of Finance has no such authority under the Act and that in any case, her approval in respect of the date of the financial statements had not been sought, Ms. Baksh refused to place the letter in file which would make it accessible to the public. The strange reason she gave me was that the letter was marked “Private and Confidential”. It would create a dangerous precedent if all a company has to do to avoid its information being placed in the public domain is to head it “Private and Confidential”.
I am convinced that this saga is not a routine regulatory matter and that the so-called approval by Dr. Ashni Singh has as its improper motive keeping financial information on the Bridge Company away from the public. It should not escape notice that the Bridge Company wrote the NIS stating that there was no profit in 2014 even before the year had ended.
Ever since its early years when NICIL was its accountants and Winston Brassington its company secretary, BBCI had been concealing information through defective annual returns and presenting improperly prepared accounts, matters which I have raised on numerous occasions in the past. Eventually, time catches up on creative accounting which now appears to have happened. The letter by the company to the NIS stating that it was not in a position to pay dividends on the preference shares signals a much deeper problem, one of cash insolvency.
Unfortunately, instead of the Government enquiring into the matter which can potentially get worse, much worse, it is conspiring with the company to conceal information and break the law with the Registrar, whose appointment has not been without question, willing to play along.