NICIL created fake AGM minutes, annual returns
…Marcia Sharma faces jail time — SOCU, Police Legal Advisor
Investigators at the Special Organized Crime Unit (SOCU) are currently probing a number of cases involving financial discrepancies which took place at the National Industrial and Commercial Investments Limited (NICIL).
NICIL’s Former Deputy CEO, Marcia Nadir Sharma
NICIL’s Former CEO, Winston Brassington
Two such matters which the officials have sought advice on thus far are based on evidence which show how NICIL cohorts colluded to create false minutes for Annual General Meetings (AGM) as well as its annual returns.
In the case of the fake minutes for the AGMs, investigators found that the back-up hard drive on which documents are stored by NICIL revealed that the minutes for the years 2002, 2003, 2004, 2005, 2011 and 2012 were all created on November 2, 2015.
The Police Legal Advisor concluded that the minutes for those years were computer generated on that very date and were not in existence prior to that date. These documents were therefore false, the Advisor said.
NICIL also gave bogus information to the Registrar of Companies.
This newspaper understands that the false information given to the Registrar pertained to meetings which were “supposedly” held on specific dates when this was not true.
According to legal advice received by SOCU, this would constitute an offence under Section 518 of the Companies Act Chapter 89:01.
That Section of the Act says that a person who makes or assists in making a report, return, notice or other document that is required to be sent to the Registrar and contains an untrue statement of a material fact shall be guilty of an offence and shall be liable on summary conviction to a fine of $15,000 and to imprisonment for six months.
In addition to this, a statement which was provided by Joel Freeman, Legal Assistant to NICIL, said that he would usually prepare the draft annual returns in hard copies from the information in the yearly reports which were specially provided to him by the former Deputy Chief Executive Officer, Marcia Nadir-Sharma.
He would then give this to the Company Secretary for perusal and correction. Once the adjustments are inserted he would correct and print the document and return it to Nadir-Sharma for her signature. He would then file same.
The Police Legal Advisor said, “Ms. Nadir by inserting her signature on the document would have adopted the contents and therefore such a document would be her document. She would therefore have been liable for any false information.”
The officials agreed that the Directors of the Company breached the nation’s financial laws, specifically, Section 107 (1) (a) of the Companies Act Chapter 89:01.
This part says that the Directors of a Company shall call an Annual General Meeting of shareholders not later than 18 months after the Company comes into existence and subsequently not later than 15 months after holding the preceding Annual General Meeting.
Legal advice on the matter indicates that the word “shall” used in the section makes the holding of the Annual General Meeting mandatory in that the Company has an obligation to hold such a meeting.
Kaieteur News understands that the main purpose of such a meeting is to consider the financial statements of the Company; the auditor’s report; election of Directors and the re-appointment of the incumbent auditor.
Legal advice given to SOCU also indicates that if a company defaults in holding such a meeting, the company and every officer of the company shall be guilty of an offence and shall be liable under section 107 (5) on summary conviction to a fine of $15,000.
Additionally, SOCU officials were informed that NICIL was also in breach of Section 153 (3) of the Act. This section stipulates that the annual return should be lodged 42 days after the Annual General Meeting.
