On Tuesday 20th September at 12.50 pm I rang Kensington Swan, registered office of Auckland Film Studios Limited, to find out who was in charge of the Company register for AFSL. Section 88 of the Companies Act requires it to be stored at the registered address. After a delay I was told by Joanne Wilmott that Peter Moffingham had been in charge of the file but he had now left the firm. I was told by Joanne she would get back to me by 3 pm.
Not satisfied, I rang the Companies Office and they suggested I take the matter up with a director of Kensington Swan. I spoke to Clayton Kimpton, Chairrman of the Board, and at 1.45 pm asked him “Do you hold the company register for Auckland Film Studios Limited?” He replied “I’m not prepared to answer that,” so I sent him an email at 2.49 pm saying
“Dear Clayton,
I asked you a straight question.
Is the AFSL Share register held by Kensington Swan at the moment?”
His reply was
“Dear Gary,
Thankyou for your email .
Upon receipt of your written request to inspect a company’s records, we shall refer that request to the officers of that company, and respond in accordance with the requirements of the Companies Act.”
At 3.55 pm I rang Clayton Kimpton and again asked him if the register was held by Kensington Swan. He said he was under instructions from his client not to answer that. I asked who the client was and he said “The company.” I rang both John Duncan and Ross Jewell, directors of AFSL. Neither had given such instructions to Clayton Kimpton. I was unable to contact Greg Parker, the third director, as he was not listed in the phone book or on the internet. (When I eventually tracked down Greg Parker’s mobile phone number and rang him he refused any discussion and hung up on me.)
I rang Graham Wakefield, Secretary of AFSL and asked him if he had the register. He indicated he did. I then put in a written request for access to the register.
On Wednesday 21st September I sent an email to the Mayor at 7.54 am expressing my concerns. At 12.08 pm I received from Greg Milner-White, Kensington Swan an email saying
“Dear Mr Osborne,
We have been in contact with AFSL about your request to inspect the company’s share register. I confirm that this will be available from Monday, 26 September 2011, at our offices. Please could you let me know when would be a suitable time next week.”
I replied nominating 9.30 am Monday.
Glaring Error
The register revealed that 75,000 $100 shares in Prime West Ltd (later AFSL) were issued to Tony Tay Trust Limited on 21 July 2006.
It also revealed that 60,000 $100 shares were issued to Waitakere Properties Limited that same day.
However on 6 March 2007 a register entry stated there had been an error in nomination on 21 July 2006. The correct shareholder was Waitakere City Council.
It seems extraordinary that for 9 months a 6 million dollar shareholding was bestowed upon the wrong owner. Section 90(1) of the Companies Act states “It is the duty of each director to take reasonable steps to ensure that the share register is properly kept and that share transfers are promptly entered on it in accordance with section 84.”
The directors of Prime West Ltd (later AFSL) on 21 July 2006 were:
Andrew Coldicutt
Tony Tay
Ross Jewell
Were they asleep?
Why did it take 9 months to rectify such a glaring error?
How much faith can we have in the accounting systems?
How much faith can we have in the management of this company?
Accountability in Auckland Council 