Directors call meeting for this Monday, 30th June, 2008 - No figures for past financial year produced!

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Kingsland Directors may have once more breached the Companies Act Cap 308. of the Laws of Barbados. Once more they have summoned an AGM this time for Financial year ending 30 June 2007 with no comparative financial statements as required by Section 147, Division G relating to Financial Disclosure. Kingsland has a poor record in filing financial statements.
The Companies Act states that “comparative financial statements” must be given to each shareholder twenty-one days before the company’s annual meeting. Kingsland’s secretary E.A.B. Deane has called an Annual Meeting, exactly 15 months to the day after the previous meeting, I am told. Here is the Notice and Agenda:


Quote from above: “It is regrettable that the Financial Statements for the year ended 30th June, 2007 are not yet available for circulation to shareholders. Click on the above page to read the entire document (pdf)

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Corporate Registry - Kingsland File Can Not be Found!!

The Company’s Act, besides requiring a Company to provide figures to each shareholder, also requires that 21 days before the AGM, a copy of the financials must be lodged with the Corporate Registry. Consequently, members of the Knox family went to the Corporate Registry. The Assistant Registrar, Mr. Blackman, was most helpful but neither he nor the Registrar, Ms. Heather Clarke could find the Kingsland Estates Ltd. file! In Barbados, sensitive documents are often elusive to the private citizen.
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Last Year - Same Story, Same Violation

In March 2007, Judy O. Watson of Corporate Services Limited, Erin Court, St. Michael Barbados, wrote:

Quote from above: “Consequently, the company is unable to comply with Section 147 and Section 152 of the Company’s Act.

Click on the above snip to read the full letter (pdf file)

Scroll down for a link to Section 147 and Section 152 of the Company’s Act.

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Judy Watson signed as Assistant Secretary, Kingsland Estates Limited.


Government Provides Loophole

In what I would call “We are never wrong if we say we are right” Legislation, the Government appears to have given sweeping powers to the Registrar of Corporate Affairs. As I read Section 148 of the Act (see below), the Registrar can allow any information to be legally withheld. However, since the Directors of Kingsland have made no mention of the Registrar exercising her discretionary powers, I feel that the Directors are in violation of the Act.

Directors Dilemma As I See It

If Kingsland’s directors persist in holding this meeting, they may be breaking the law by not having audited financial statements. If they postpone the meeting, they may be breaking another law by not holding the meeting within the required time period. If Kingsland’s directors ask the Registrar to grant them an exemption, the Government of Barbados would find itself facing some embarrassing questions. The actions of the defendants in the Canadian Action will be under great scrutiny.

Legal action has already been taken, and will be revealed in my next post.

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So the Law Gets Broken … but Does the Law Really Care?

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Disclaimer: We wish to remind our readers that while we quote public court documents, the contents of these documents should be taken as unproven allegations. What we state here is our opinion. I am not a lawyer. On the other hand, we welcome and value comments. Under the circumstances, anonymous comments are most welcome. Please follow these guidelines:

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Click on any of the images below for more on the companies act (pdf file)

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Related reading:

Kingsland Directors Persist - Meeting Held in Violation of Companies Act
Suspicions Confirmed: No Audited Financials filed for Classic
Barbados Law: link
In what circumstances may a company, be dissolved by a Court [section 372-373]?

Section 372 of the Companies Act, Cap 308 provides that the Registrar or any interested person may apply to the court for an order dissolving a company, if the company:
a. has failed for two (2) or more consecutive years to comply with the requirements of the Act with respect to the holding of annual meetings of shareholders;
b. has contravened section 18, or section 149, 151, 175 or 176; or
UK Law: 84 Criminal consequences of failure to make required disclosures