It is good that Ms. Azeena Baksh, the Registrar of Deeds responded, even if indirectly, to my blog article Conspiracy to conceal mandatory public information in SN’s letter of May 2, `Procedure on filing of annual returns clear’.
Ms. Baksh’s claim that she was extending to me “respect” by calling on BBCI to file their annual returns shows a fundamental misunderstanding of the duties of the Registrar and of the public records function of the Registry. Section 487 (2) prescribes that the Registrar “must send to [any company in default of its filing requirement] a notice advising it of the default and stating that, unless the default is remedied within twenty-eight days after the date of the notice, the company or other body corporate will be struck off the register”.
Even if Ms. Baksh were to claim that she was exercising some legitimate discretion towards BBCI, such exercise must be reasonable. The circumstances of BBCI certainly do not justify a delay of more than two years in holding its 2012 AGM. The shareholders are all resident and the accounts are pretty straight forward.
The reality is that BBCI is experiencing difficulties meeting its financial obligations and wants to delay publication of its financial statements and report of the directors until after the May elections. My understanding is that the directors have approached the PPP/C government with a number of options, including raising the toll!
Ms. Baksh also claims by way of excuse for her inaction in relation to BBCI’s 2012 and 2013 returns that the Registry is “handling backlogs for the period 2002”. She may wish then to explain how companies #6450 incorporated in 2010 and #’s 6506, 6904 and 6951 incorporated in 2011 were struck off by the Registry. Or why the PPP controlled New Guyana Company Limited incorporated in 1959 is still listed as an active company despite its illegal conduct, and egregious breaches of the Companies Act for non-filing of annual returns, changes of directors, secretary, etc.
As an aside, Ms. Baksh has been in the job since 2012 and she is now only at 2002! At this pedestrian rate, heaven knows when the Registry will have up-to-date records, its very raison d’etre.
Now to some specifics. Contrary to what Ms. Baksh’s claims, BBCI did not respond to the Registrar’s request and ask for a 28 days extension for filing their returns. What BBCI did was write her stating that the Minister of Finance had approved an extension to June 30, 2015 for the holding of BBCI’s 2012, 2013 and 2014 annual general meetings. Surely Ms. Baksh must be aware that extensions are granted subject to conditions and directions and are not a carte blanche exemption as the registrar seems to think.
May I point out too, that Ms. Baksh contradicts herself, stating in one breath that she will not put on record any document marked “Private and Confidential” and in another that BBCI’s request was placed in its file in the Registry. There is a system in the Deeds Registry that every visit I make there and any staff I engage, is noted, regardless of the official nature of my business. The Registrar would know that I visited the Registry on Friday last. My diligent enquiry concerning any developments or updates regarding BBCI contradicts her assertion.
Ms. Baksh may wish to elaborate for the public how placing a private and confidential reply on file renders “the rule of law” chaotic. And I would be most grateful if she would direct me to the provision of the law which permits her as Registrar to withhold information from the public in relation to the failure of a company to meet its statutory obligation under the Companies Act. As a member of the public I have certain rights which by her inaction and acquiescence I am being effectively denied.
Ms. Baksh has avoided the main points in my article that led to the inescapable conclusion of a conspiracy to conceal mandatory information pertaining to BBCI. In the interest of space I summarise those points: first, Finance Minister, Dr. Ashni Singh’s purported approval for the Bridge Company to extend up to June 30, 2015 the date for BBCI to hold its 2012 AGM is unlawful and void; second, even if the Minister had such authority, the precondition was not met; and third, and perhaps worse, BBCI never made an application to the Registrar for the presentation of dated accounts to any AGM and so she could not therefore approve any extension. Even at the most charitable level, unfamiliarity with certain relevant provisions of the Companies Act cannot explain this series of grave mistakes in which Ms. Baksh persists.
The unfamiliarity goes further and has even more serious consequences as seen in the botched CLICO liquidation. Despite my drawing the relevant provision to Ms. Baksh’s attention on more than one occasion, she has failed over a period of years to carry out her duty to have the statements of the Liquidator of CLICO audited, as required by the Companies Act.
At the time of her application for the position as Registrar Ms Baksh had neither the relevant training nor experience for the position. However, as luck would have it, she was appointed to the position. A country needs to have as the keeper of its public records persons whose professional competence and impartiality are beyond reproach. Ms. Baksh as the keeper of the companies’ records has a long way to go to convince many members of the public that she possesses those qualities. She can begin with BBCI and New Guyana Company Limited.
I accept that this letter is long. However I think the exchange puts our regulators under the microscope which I think is a good thing. I believe we need more accountability and reporting from all our regulators.