RAMPS failed to prove Guyanese ownership- Local Content Secretariat

Last Updated on Monday, 27 June 2022, 22:01 by Denis Chabrol

The Ministry of Natural Resources’ Local Content Secretariat on Monday informed RAMPS Logistics (Guyana) Inc. that it failed to submit important proof of Guyanese ownership due to apparent discrepancies in the allocation of shares

“No Amended Articles of Incorporation nor the corresponding resolution were submitted to the Secretariat which authorised the increase in the total number of shares Ramps Logistics is authorised to issue. As a result, Ramps Logistics does not satisfy the fifty-one percent beneficial ownership required under the Act,” the Director the Local Content Secretariat, Martin Pertab informed the company through its Attorney-at-Law, C.V. Satram.

The company last week decried government’s refusal of local content certification and pointed out that Trinidad-born Mr. Deepak Lall, whose father and grandfather were Guyanese, had acquired a 51 percent stake in the entity for US$1 million, while RAMPS Trinidad exercises 49 percent voting rights at a value of US$960,680.

The Local Content Secretariat said  its examination of the Declaration of Beneficial Ownership dated the 3Oth day of  March, 2022 and filed in the Commercial Registry did not show the individual who has beneficial ownership in Ramps Trinidad. Further, the information on the declaration was inconsistent for the place and date of birth of Ramps Trinidad with information contained in the Articles of Incorporation of that Company. The secretariat said the date of incorporation is listed as the 19th day of November 2013, while the Company’s Articles of Incorporation states a filing date of June 25th, 2001.

However, the Local Content Secretariat said RAMPS Logistics’ Directors did not meet the 75 percent requirement based on filings with the commercial registry even with the subsequent inclusion of Mr Lall.  “The initial submission contained information showing that only 4o % of the board of Directors were Guyanese. “Deepak Lall was not on that list of directors at that time. Ramps Logistics resubmitted another Notice of Change of Directors which included Deepak Lall to increase the initial 4o% of  Guyanese nationals to 6o% with 3 Guyanese nationals and 2 non-Guyanese nationals sitting in the executive management of Ramps Logistics. These changes still did not meet the required 75% as stipulated in section 2 of the Act,” the Secretariat said.

RAMPS Guyana, in contrast to its outburst last week, only confirmed receiving the reasons for being denied the local content certificate and refused to say what more government wanted. The company opted to merely say that it was making efforts to submit the required information. ” The letter included reasonable documentation requests that our lawyers are already working on submitting,” the company said.

The Local Content Secretariat informed RAMPS Logistics that on May 10, 2022, it was given a list of the documents/ material that must form part of the application for a local content certificate.

According to the Local Content Secretariat, the company submitted Articles of Incorporation without the schedule on share transfer restrictions annexed, although the said Article expressly referred to such an annexure  which only authorised the issue of 1oo ordinary shares at the price of $1.oo GYD each; whereas, other documents submitted by Ramps Logistics purports that one Deepak Lall ultimately exercises voting rights  representing 51% of the total number of issued shares.

Mr Pertab also informed RAMPS Logistics Guyana that no signed, filed and certified Company Resolutions, nor extracts of the share register or a share certificate were submitted to the Secretariat which authorised and evidenced the sale, transfer or issue of the number of shares allegedly issued to Guyanese national, Deepak Lall, nor Ramps Trinidad;

“The most recent annual return showing the information required in relation to the allotment and issue of shares was not submitted to the Secretariat,” the Secretariat told the company.

RAMPS Logistics Guyana, according to Mr Pertab, only submitted a draft of an unsigned financial statement which still did not set out the total number of shares issued and who were allocated those shares. He noted that section 153 and the Fifth Schedule to the Companies Act, requires the annual return to be filed in the Commercial Registry which includes the number of shares of each class taken up to the date of that return and the number of shares each class issued.

The Director of the Local Content Secretariat cautioned the company, through its lawyer, that the offence of submitting any false or misleading information for the issuance of local content certificate is punishable by a fine of GY$IO,OOO,OO0  on summary conviction. “The onus to submit documents which are not false or misleading is on the applicant,” Mr Pertab added.

RAMPS Logistics sought to assure Guyanese that, “Ramps Logistics Guyana is committed to meeting all reasonable and lawful demands of the Secretariat.”