Registrar of Companies, a mere filing cabinet?

The main objective of the Department of the Registrar of Companies is the efficient and effective implementation, administration and enforcement of several legislative enactments assigned to it, mainly the provisions of the Companies Act, according to its website.

A grand pronouncement, indeed!.

In fact, it serve as a ‘filing cabinet’ for the annual returns of various companies, which are duly filed each year, thereby, keeping the company secretaries, (invariably ‘another company’), “in business.

But does the Registrar actually enforce anything, or protect the rights of the minority shareholders of PUBLIC companies (let alone ‘Private’ ones) , registered under this Act?

A hotels company, of which I have been a minority shareholder has suddenly stopped providing either the annual report or accounts since 2017 or thereabouts. More disturbingly, the last received accounts indicated a prima facie irregular issue of company shares, apparently in settlement of a loan. All complaints (and requests for enquiry) made by registered post to the Registrar of Companies and/or the Company Secretaries (asking for the latest accounts) have gone unheeded.

As far back as the annual report 2012, (page 8), the auditors stated, “We are unable to satisfy ourselves as to the recoverability of investment Rs 33,810, 000 (33 million) and CURRENT ACCOUNT Receivable balance 307,329,335 (307 million)”. Later, accounts continued these trends.

Although the Registrar receives both the reports and shareholder complaints, no action is taken.

Various interested parties are encouraging the general public to ‘invest’ their savings in the local stock market and in companies in which they have controlling interests. Let the public beware!

Jayanta Kurukulasuriya

Thank you

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