Ms. Baksh avoided main points about a conspiracy to conceal mandatory info on Berbice Bridge Company

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.

Conspiracy to conceal mandatory public information

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.
Continue reading Conspiracy to conceal mandatory public information

Caution: Bridge Company helping to sink leaking NIS

Introduction
Recently the NIS has made news on two scores: the first that it will not receive any dividends on its investment in preference shares in the Berbice Bridge Company Inc., and the second that there are more than 1,500,000 contributions which have not been credited to the workers’ account.

I was disappointed rather than shocked when I saw Ms. Doreen Nelson, General Manager of the NIS, sitting passively next to her Chairman Dr. Roger Luncheon announcing that persons were not coming forward to help clear up the contribution mess in the NIS. Ms. Nelson knows that his statement contradicts the experiences of many contributors who try, sometimes for years, to persuade the NIS that the contributions recorded in its records are less, sometimes significantly so, than the actual contributions they have made over their decades of working life and contributions.

A client has been engaged in frustrating correspondence for more than four years persuading the management of the Scheme that his entitlement is a pension rather than an Old Age grant. I myself have had fifteen telephone calls to Ms. Nelson over the matter and all I hear is that the NIS is looking into it. Frustrated with the delay, the poor fellow travelled to Guyana from the USA over the Christmas holidays only to be told that it was Christmas time and the matter would have to wait until the holidays were over!

I reported this to the General Manager several weeks ago. She said that was not good.
Continue reading Caution: Bridge Company helping to sink leaking NIS

Sale of 950M preference shares by NICIL does not alter response to PSC

The Private Sector Commission (PSC) in its most recent statement (December 20, 2013) on the Berbice Bridge Company Inc was unwilling to acknowledge writing the following on December 11: “As far as we are aware, the Government directly or indirectly has no investment in, or liability relating to, the [Berbice River] bridge at this time.” Seen as a crudely disguised political response to APNU’s call for reduced toll charges across the Berbice River, the statement drew questions from some of the PSC’s membership about the process leading up to its issue.

Instead of addressing the concerns whether the December 11 statement was authorised by the PSC’s executive rather than authored at the behest of one member of the executive, the PSC after an unsuccessful investigation into an email “leak” chose intrigue, diversion, distortion and deception. Its latest offering reveals that NICIL has sold to the National Insurance Scheme 950 million worth of preference shares in the Berbice Bridge Company Inc, which itself never acknowledged the existence, let alone the ownership of those shares, even in statutory filings signed by then Company Secretary Winston Brassington.
Continue reading Sale of 950M preference shares by NICIL does not alter response to PSC

The PSC should be a little more careful with facts

The Private Sector Commission in a statement issued on Wednesday, December 11, stated that “As far as we are aware, the Government directly or indirectly has no investment in, or liability relating to, the [Berbice River] bridge at this time.” This is mindboggling ignorance given all the public revelations and exchanges over the Bridge Company’s ownership and performance.

The ownership structure of the company is made up of ordinary share capital of $400 million and preference shares of $950 million. The holders of the ordinary shares are NIS, New GPC, Queens Atlantic and Secure International Finance Company each having $80 million each, and Hand-in-Hand and Demerara Contractors each holding $40 million.

What this means is that the Government, inclusive of the NIS, owns 76% of the issued shares of the company. Apparently, the PSC’s awareness, or lack thereof, also does not extend to knowing that NICIL, a government agency, owns what is called a Special Share in the company. The Articles of Amendment of the company expressly provide that in respect of specified matters, “no action can be taken by the [Bridge] Company, without the affirmative vote of the holder of the Special Share.” And because the PSC claims not to know that the Government has this $950 million investment in the Bridge Company, it does not need to address the illegality of NICIL granting the Bridge Company an annual subsidy of around $110 million of dividends forgone.

When purporting to speak for the private sector, the PSC is expected to be a little more careful with facts. Failure to do so may not embarrass those who cause such statements to be made but reflects poorly on the rest of the private sector.