General News of Saturday, 12 March 2011
Source: The Herald
The Herald has learnt that Stanbic Bank Ghana Limited, a subsidiary of Standard Bank of South Africa, has been doing business as a company in this country without a *Certificate to Commence Business* as is required by law.
This shocking revelation can be found in a newly-published book titled “COLOTHEID”, currently available on the internet free of charge at www.colotheid.com.
The 204-page book which contains the names and roles played by Alhaji Alhassan Andani and Francis Asiedu-Mante, Managing Director and Board Chairman respectively, depicts a frightening account of how the company, purportedly a subsidiary of the Standard Bank Group of South Africa, has managed to evade compliance with this vital provision of the law for the past eleven years.
According to the book, on Friday, November 8, 1996, the Union Mortgage Bank Limited [UMBL], the original owners of the bank, was authorized to carry on the business of banking from Monday, November 11, 1996.
Shortly thereafter, the author, also co-subscriber and co-promoter of the business, Prof. Kwame Serbeh-Yiadom, fell victim to a vicious plot to sideline him by the same people he had invited to join him to establish the business.
Other names in the book, are those of the current National Security Coordinator, Larry Gbevlo-Lartey; ex-President John Kufuor; the Asantehene, Otumfuor Osei Tutu and two Supreme Court Judges.
Institutions which have also received correspondence on the matter are the Council of State, the Parliament, the former Serious Fraud Office (SFO), the Judicial Council and the Commission on Human Rights and Administrative Justice (CHRAJ).
At a meeting called on Friday, November 22, 1996, to announce to stakeholders the good news and plans for opening of the bank for business in January 1997, the plotters including Alhaji Fattau El-Aziz, bared their teeth, and it looked like the die was cast, for a legal battle which travelled the length and breadth of Ghana’s legal system with claims of courtroom underhand dealings, forgery of signatures and bribery.
Interestingly, documents before the courts have been compiled into files, and the case has now become a case study in some of the nation’s universities for students studying Company Law.
The Herald is again informed that the author is in discussions with a printing company in Accra, to put the book on shelves for sale soon.
After the disastrous meeting, Serbeh-Yiadom travelled to Lagos, Nigeria, (where he at the time resided) to break the news personally to his family, but on his return on Monday, December 10, 1996, he found the lock to his office changed and could not enter to continue his work.
While in his secretary’s office trying to make sense of a fast changing circumstance, he was approached by then company secretary, Mr. Tim Brew, to sign some documents.
The documents turned out to be Companies Act Forms 3 and 4 required at this stage for the issuance of a *Certificate to Commence Business *to UMBL and he declined to do so until he had had the opportunity to meet with his co-owner, Alhaji Fattau El-Aziz, to learn more of the meaning of the strange happenings and, more importantly, of his stand.
According to the account in the book, a visit by Serbeh-Yiadom to the Registrar-General’s Department revealed that in his absence in Lagos, an attempt was made by Mr. Brew to smuggle in the said forms without his signature but he was informed that it was not possible to issue the certificate without the professor’s express endorsement.
Having exhausted efforts to contain the unfolding calamity heading his way, Professor Serbeh-Yiadom left Accra on Friday, December 20, for the Christmas holidays in Lagos – Nigeria, resolved to stay and rest there for as long as it will take for his partner in the venture to come to reason.
Instead of sitting with his partner to iron things out Alhaji Fattau El-Aziz, dragged the UMBL and Prof. Serbeh-Yiadom, to court on Monday, January 27, 1997, seeking a court order to compel the Registrar-General to issue the certificate without the express consent and endorsement of Prof. Serbeh-Yiadom.
Eager to quickly secure the certificate and run the bank without his friend, Alhaji Fattau El-Aziz further pressed the court for an order to serve on the professor in Lagos, and obtained these from Justice Victoria Akoto-Bamfo on February13, 1997.
The book adds that on Wednesday, February 19, 1997, a DHL shipment airway bill 3615226613 dated February 18, 1997, postmarked Accra and sender DB Pabi, was delivered to Prof. Serbeh-Yiadom at his Lagos residence. Thinking that it was a mail finally from his partner for a settlement, the book recounts how the professor, on opening the parcel, discovered it contained a single sheet court order to serve out of jurisdiction.
Prof. Serbeh-Yiadom quickly rushed it to his lawyer, Mr. Tom Akaba who, on sighting the order, suspected deceit. Mr. Akaba’s suspicion was to be later endorsed by another lawyer with long links to Ghana, Mr. Jimi Alara, who remarked that the Alhaji’s lawyer, then the late ED Kom, was fond of tricks.
In the absence of the main suit documents and pleadings, the two lawyers advised the professor to wait until the next DHL – they were cocksure that a second one was in the offing. Then on Wednesday, February 25, 1997, a second DHL shipment airway bill 3553983650 dated February 20, 1997, postmarked Accra and sender Alhaji Fattau El-Aziz, arrived [6 days apart], just as the two lawyers had predicted. This time the parcel contained the order to serve out of jurisdiction as well as the entire suit process.
According to the book, by the time Prof. Serbeh-Yiadom’s lawyers were putting final touches to respond to the suit, they learned that the Alhaji had obtained a default ruling on Monday, March 17, 1997, on the strength of Prof. Serbeh-Yiadom’s failure to file a response.
Amazingly, on that same day the ruling was served on the Registrar-General, who proceeded to disregard the provisions of the law, and issued the *Certificate to Commence Business* dated Monday, March 17, 1997. The professor’s lawyers decided to file a motion praying the court to set aside its ruling by exposing the DHL mail tricks relied upon by Alhaji in their submissions.
Sometime in April 1997 the motion to set-aside the earlier ruling of the court came before Justice Akoto-Bamfo who, wasted no time at all in showing her disapproval of the plaintiff’s underhand tactics in her court and ruled to rescind her earlier ruling.
The ruling, effectively, invalidated the *Certificate to Commence Business *issued on March 17, 1997.
During the proceedings of the case at the Fast Track Court [FTC/08/2001], the Registrar-General who was represented by one Charles Bentum, testified that by the effect of the court ruling, the bank has no certificate to commence business as the ruling nullified the earlier certificate issued.
Asked if the company had applied for another certificate he answered in the negative.
In an interview, officials of the bank were of the view that much as the book is damaging, Prof. Serbeh-Yiadom’s qualms are more with the other promoters of the Union Mortgage Bank Limited, but not Stanbic Ghana Limited, currently the majority share holders in the bank.
*Mawuko Afadzinu,* Head of Marketing at the bank, insists that the case has climbed all the legal ladder of the courts with Prof. Serbeh-Yiadom, banned from further litigation, hence his resort to publishing the book.
Legal opinions solicited by The Herald, however, insist that the absence of a certificate to commence business, is a serious criminal offence which must be looked at by the law enforcement agents, especially the Attorney-General’s Department. *More to come *