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CACs report on Cadbury saga out soon

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March 12, 2007/Guardian




<P>In yet another manifestation of a repositioned organisation, the Corporate Affairs Commission (CAC) at the weekend disclosed its involvement in the on-going investigations of Cadbury Nigeria Plc over gross overstatement of financial statements.</P>

<P>CAC\'s Registrar-General, Mr. Ahmed Almustapha, made this disclosure at the weekend at a media retreat in Kaduna in response to a question on the Commission\'s silence on the topical issue despite its avowed commitment to corporate governance.</P>
<P>Earlier, the Commission\'s Director of Compliance, Mr. Mahmoud Bello, had spoken extensively on \"The Role of CAC in Ensuring Good Corporate Governance in Nigeria\".</P>

<P>Almustapha stressed that CAC\'s alleged silence on the Cadbury saga should not be mistaken for passivity.</P>
<P>According to him: \"We are not silent on the Cadbury issue. There is something in the offing. We will let you know when we are ready.\"</P>

<P>In pursuant of its mandate, the CAC boss said the Commission had commenced the process of delisting of dormant companies from the register of companies.</P>

<P>Consequently, he said CAC had sent out notices to affected companies, prior to striking off their names as stipulated by section 525(2) of the Companies and Allied Matters Act 1990.</P>

<P>He added: \"In compliance with this provision of CAMA, the Commission shall publish a notice in the gazette, striking off the names of companies, which are still in default from the register of companies by the end of this month. The exercise will ensure best practices, sanitisation of the business environment and restoration of confidence in corporate Nigeria.\"</P>

<P>Almustapha also disclosed that CAC had commenced electronic storage of companies\' data as against the previous manual system.</P>

<P>Besides, he said the Commission had initiated the process of obtaining International Standards Organisation\'s (ISO) certification.</P>

<P>\"It is hoped that actual certification will be achieved before the end of this year, thereby making the Commission the first government organisation in Nigeria to have ISO certification.\"he said.</P>

<P>Bello, who was represented at the forum by a principal manager in the compliance department, said CAC was determined to exercise the powers conferred on it to investigate companies\' affairs under section 7(1)C, 314 and 326 of CAMA.</P>

<P>To institute an investigation under Section 314, he explained that an application has to be made by a member holding not less one-quarter of the class of shares issued or in the case of a company not having a share capital on the application of not less than one quarter in number of the persons on the company\'s register of members, and in any other case on application of the company.</P>

<P>Abubakar continued: \"Section 315(2) on the other hand, empowers the Commission to institute an investigation \'suo motu\' in any of the following circumstances:</P>
<DIV>* that the affairs of the company are being or have been conducted with intent to defraud its creditors or the creditors of any other person, or in a manner which is unfairly prejudicial to some of its members; or </DIV>
<DIV>* any actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be prejudicial, or that the company was formed for any fraudulent or unlawful purpose; or </DIV>

<DIV>* persons\' concerned with the company\'s formation or the management of its affairs have in connection therewith been guilty of fraud, malfeasance or other misconduct towards its members; or </DIV>
<DIV>* the company\'s members have not been given all the information with respect to its affairs which they might reasonably expect.</DIV>

<P>The CAC official disclosed that to date, the Commission pursuant to its powers under CAMA had conducted over 10 investigations.</P>

<P>He stressed: \"Some of the investigations were instituted based on a request by members of the company who were instituted based on a requested by members of the company who were qualified under 314 CAMA. On few occasions, the investigations were instituted even though the petitioners did not have up to 25 per cent of the shares of the companies. On such occasions, the Commission decided to have recourse to either Section 315 or S.326 CAMA having been satisfied that one of the requirements of the sections had been met.</P>
<P>\"Again, it is pertinent to state that under Section 7(1) (c) CAMA, the Commission may on its own institute an investigation where the interest of the shareholders and the public so demand. This may happen where the Commission is aware of facts that are good enough to move it to act.\"</P>
<P>He pointed out that the power of investigation granted CAC has been a very useful mechanism for examining the conduct of the directors in running the affairs of the company.</P>
<P>Noting that the Commission had been constrained in imposing sanctions against the culprits, he noted excitedly that CAC had set a machinery in motion towards obtaining the Attorney General of the Federation\'s fiat to enable officers of the Commission prosecute the culprits directly<I>. <SPAN style=\"FONT-SIZE: 8pt; COLOR: #a9a9a9\"><STRONG>- Guardian</STRONG></SPAN></I></P>

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