Kasapa, Expresso, Bentsi-Enchill & Co battle continues

…over alleged fraudulent transfer of shares

By Ivy Benson

(left)Ace Ankomah, Partner, Bentsi-Enchill, (right)Mr. Michael Awuah

Currently pending before the Accra Commercial Court is a case against Expresso Telecom Limited, a Dubai-based telecommunications company, and an Accra-based legal firm, Bentsi-Enchill, Letsa & Ankomah, together with fifteen others, for the alleged fraudulent transfer of shares in Kasapa Telecom to some of the defendants, among other improprieties.

In a move by Bentsi-Enchill, Letsa & Ankomah to get the entire suit dismissed, the legal firm, represented by one of its partners, Mr. Ace Anan Ankomah, advanced an argument in court that the suit against Expresso Telecom, the legal firm and the other defendants, was no longer pending before the court, because the plaintiffs had filed a notice of withdrawal of the amendment to the original suit.

However, Mr. Kwame Amoako of KSAN Law Firm, representing Kasapa Telecom Limited and its parent company, Kludjeson International Limited (KIL), plaintiffs in the matter, countered that the notice was inoperative, because he required leave of court to file it, which he did not request for.

The court, presided over by Justice (Mrs.) Gertrude Torkornoo, in its ruling, threw out the legal argument advanced by Mr. Ankomah, further directing that the suit take its normal course.

“The state of this docket remains what it is without that process, and I do not find that the Amended Statement of Claim has been withdrawn by a valid operation of that process,” the court stated. In the amended suit, the plaintiffs have accused Expresso Telecom Limited, Bentsi-Enchill, Letsa & Ankomah and the other defendants, of some improprieties in the handling of the mobile telecommunications service provider.

The plaintiffs have intimated that in 2007, Bentsi-Enchill, Letsa & Ankomah law firm authorised its subsidiary, Trustee Services Limited, also a defendant in the suit, to act under the direction of one of the defendants, to file annual returns of Kasapa Telecom at the Registrar-General’s Department for the years 2004 and 2005, which contained inaccurate information about the shareholding structure of the mobile telecommunications service provider.

Additionally, the plaintiffs noted that the law firm in 2008 connived with some of the defendants, and directed the filing of an amendment to the shareholding structure of Kasapa Telecom for 2005, and the annual returns of the company for 2006 and 2007, which contained inaccuracies.

According to the plaintiffs, Bensti-Enchill, Letsa and Ankomah directed its subsidiary, Trustee Services Limited, to “fraudulently” omit KIL as the sole shareholder of Kasapa Telecom, by filing annual returns of the company “without correct and factual records.”

The plaintiffs have also indicated that the shares of KIL had been transferred to Micheal Awuah, an employee of Kasapa Telecom, without authority, adding that the actions of the defendants were “fraudulent and unlawful.”

Other bigwigs mentioned in a joint legal suit issued by KIL and Kasapa Telecom Limited, include the Standard Chartered Bank Limited, PriceWaterHouse Coopers, an accountancy and management consultancy firm, and Sudan Telecommunications Limited of Sudan.

According to the KIL, business activities conducted on behalf of its subsidiary company, without the knowledge of its directors, were null and void.

Other defendants include Robert Norris Palitz, then Managing Director (MD) of Kasapa Company, Trustee Services Limited, a company issuing secretarial services, and its General Manager, Philip Dosoo, Margaret Abena Manful, a lawyer, Certwell Limited, an offshore company in the British Virgin Islands, Micheal Awuah, Kuwata Limited from the British Virgin Islands. and EGH International Limited from the British Virgin Islands.

The rest of the defendants are Emad H. Ahmed and Emad Sukker, both of the United Arab Emirates, Ihab Ibrahim Mohammed Osman of Sudan, and Lung Hien Ching, a Ghanaian resident.

In a fifty-point claim sought by the plaintiffs, KIL and its subsidiary company, Kasapa Telecom Limited, want a declaration of the court that the former had never transferred any of its shares in the latter to the mobile telecommunications company and Mr. Micheal Awuah, the 6th defendant, as recorded on the company’s file officially kept at the Registrar General’s Department.

RELIEFS SOUGHT
The plaintiffs are further demanding a declaration of the court that the Annual Returns for 2005, filed by Trustee Services Limited, as well as the amendment to the shareholding structure of the Annual Returns of 2005 of the mobile telecommunications company, were acts of fraud, and therefore null and void.

More so, the plaintiffs are seeking a declaration from the court that the Annual Returns for 2006 and 2007 of the mobile telecommunications service provider, filed by Margaret Abena Manful, 4th defendant, under the direction of Robert Norris Palitz, 1st defendant, was an act of fraud, and therefore null and void.

The plaintiffs are therefore, demanding an order of the court, directed at the Registrar General’s Department, to expunge from its records the Annual Returns for 2005, 2006 and 2007, as filed by Trustee Services Limited and Margaret Abena Manful, under the direction of Mr. Palitz.

Additionally, the plaintiffs are seeking a court declaration that Certwell Limited, Micheal Awuah, Kuwata Limited, EGH International Limited, Expresso Telecom Group Limited and Sudan Telecommunications Limited, are not direct or indirect shareholders of Kasapa Telecom Limited, while Emad H. Ahmed, Emad Sukker, Ihab Ibrahim Mohammed Osman and Lung Hien Ching, are not, and have never been, directors or alternate directors, of the mobile telecommunications service provider.

The plaintiffs are therefore, seeking, among others, a restraining order against each of the defendants and their agents, apart from Trustee Services Limited and Philip Dosoo, from holding themselves in various capacities as directors, shareholders, officers, and offering and receiving banking services to the telecommunications company.

ANNUAL RETURNS

The plaintiffs pointed out that in 2007, without giving authority to Mr. Palitz, the latter directed Trustee Services Limited to make Kasapa Telecom’s Annual Returns filings at the Registrar General’s Department, which was fraudulent.

According to them, the information received by the Registrar General’s Department for the year 2006 up to February 28, 2008, and Annual Returns for 2007 up to April 28, 2008, contained factual inaccuracies, but was erroneously accepted by the Registrar General’s Department.

In the circumstance, the plaintiffs noted that Trustee Services Limited and Margaret Abena Manful acted under the direction of Mr. Palitz, who had no lawful authority from the plaintiffs to act in that capacity, and therefore, the company’s Annual Returns filed by the entities and received by the Registrar General’s Department was erroneous and constituted fraud.

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