The Attorney General and Minister of Justice, Godfred Yeboah Dame has indicated that his office is unable to vouch for the competency of Torentco Asset Management Limited (TAML) as a lessee of Tema Oil Refinery (TOR).
In a statement issued on Friday, November 24, Mr Dame asserted that due diligence report conducted by the General Transport, Petroleum, and Chemical Workers Union of the Trade Union Congress (TUC) of Ghana revealed that Torentco Asset Management Limited has no financial and technical capacity to undertake the proposed transaction.
According to the statement, Torentco Asset Management Limited has no established affiliation with ‘Vitol’ or with any other company, which has the needed funds and technical capacity to undertake the Proposed Lease Transaction, hence without such support to the Torentco Asset Management Limited, its lack the financial and technical capacity to undertake its obligation under the Proposed Lease Transaction.
Again, the Minister of Justice and Attorney General for the Republic of Ghana, Godfred Yeboah Dame revealed that Torentco Asset Management Limited also lacks the requisite licenses and documentation to undertake the proposed lease transaction,
According to the statement allowing Torentco Asset Management Limited to proceed with the project will therefore be contrary to the laws of Ghana.
Key Revelations From Attorney Generals And Minister Of Justice Statement
Furthermore, the statement by the Minster of Justice and Attorney General, Godfred Yebah Dame indicated that the due diligence report by the General Transport, Petroleum, and Chemical Workers Union of the Trade Union Congress (TUC) of Ghana revealed that the identity of the proposed Lessee used by Torrentco Asset Management Limited changed during the process.
According to the statement, initially, the identity of the proposed Lessee was Decimal Company Limited (DCL), which later changed to Baybridge Asset Management (BAML) and finally to Torrentco Asset Management Limited (TAML).
The statement noted that even though the due diligence report was limited to Torrentco Asset Management Limited the history was taken into consideration for the sake of its completeness.
Moreover, the Ministry of Justice and Attorney General’s statement indicated that the key issue identified in the due diligence report relates primarily to the Lessee’s financial and technical capacity, inadequate corporate governance structure, resources and poor corporate housekeeping.
The statement thus emphasized that the major concern concerning the Lessee’s capacity is that, it is a newly incorporated company with a stated capital of GHS 500,000.00, without any documentation to show that it can undertake the proposed transaction or that it has any agreement with a financial or technical partner or evidence showing its fundraising plans or capabilities.
According to the statement, there is therefore a significant risk that Torrentco Asset Management Limited may not be capable of fulfilling its obligations under the proposed transaction if it is allowed to carry on.
More so, the statement by the Ministry of Justice and Attorney General noted that the due diligence report also raised concerns about the Lessee’s technical capacities and the lack of documentation indicating any affiliation, relationship or other support arrangement between TAML and Vitol to provide funding and technical support to the Lessee.
According to the statement the previous transaction in which the company was Baybridge Asset Management and Decimal Company Limited, it was stated that the company had the provision of technical support from Vitol, which is a renowned Swiss-based Dutch multinational energy and commodity trading company.
It stated that such circumstance was an added advantage to Baybridge Asset Management and Decimal Company Limited during the selection process but Torrentco Asset Management Limited is a different legal entity from Baybridge Asset Management and Decimal Company Limited and has not shown any evidence of technical support from Vitol or any other recognized company in that industry.
Another concern indicated by the statement by the Ministry of Justice and Attorney General from the due diligence report is about corporate governance structure and resources. It noted that the report revealed that there was the presence of two directors who hold numerous directorships in other entities limiting the capacity of the directors to adequately focus on the corporate governance structure of Torrentco Asset Management Limited.
“In addition, a review of TAML Company Profile reveals that George Antwi, one of the directors of TAML also serves as the company secretary. Regard must be had to the provisions in Section 213 of the Companies Act 992). Section 213 states as follows: Where a person acts as both director and Company Secretary, a provision requiring or authorizing an act to be done by or to a director and a Company Secretary shall not be considered as done if the act is done by or to that person acting in both capacities”.
Godfred Yeboah Dame
Finally, the Ministry of Justice and Attorney General’s statement revealed that Torrentco Asset Management Limited failed to provide records of minutes, statutory registers and annual returns.
The statement stressed that such shortcomings taken together indicate a failure to remain up-to-date and comply with corporate legal requirements.
“These lapses are an indication of DCL’s approach to compliance and this may adversely affect the proposed transaction”
Godfred Yeboah Dame
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