Failure to provide accurate information in compliance with Guyana’s Local Content legislation was the reason behind Ramps Logistics’ failure to secure certification, a letter sent to the company’s attorney from Director of the Local Content Secretariat (LCS) Martin Pertab stated.
Pertab’s letter, seen by this newspaper, identified a number of grounds on which the application was denied among which were questionable documents which did not clearly state the amendments to incorporation and the failure to have their Executive Board of Directors be 75% Guyanese. The reasons came after days of silence despite repeated requests by Ramps.
“Upon a review of that application, the information submitted were found to be insufficient for a proper compliance evaluation to be done by the Secretariat in accordance with the requirements of the Act,” Pertab said in response to an application made on April 12, 2022. He went on to explain that as a consequence of the review and based upon the foregoing observations, the application of Ramps Logistics was refused. “Please be advised that the secretariat uses an internal filing system which sends an automatic reply to an applicant whose application is refused,” Pertab said in response to queries from Ramps Logistics.
The response was provided to Ramps’ attorney, Satram and Satram, two weeks after an initial letter was sent requesting reasons for the decision taken against Ramps Logistics Guyana. Pertab in his correspondence informed the attorney that while an applicant is free to seek reasons on the grounds of their application being denied, the secretariat will “respond as soon as reasonably practical.” He further reminded the company’s attorney that under the Act, submitting false or misleading information for the issuance of a certificate of qualification to be registered on a Local Content Register is an offence which is punishable by a fine of $10,000,000 GYD on summary conviction. The onus to submit documents which are not false or misleading is on the Applicant. In a brief statement last night, Ramps Logistics Guyana said that they are looking forward to working together with the LCS to promptly resolve this situation.
“The letter included reasonable documentation requests that our lawyers are already working on submitting. Ramps Logistics Guyana is committed to meeting all reasonable and lawful demands of the Secretariat,” Ramps Logistics said in a statement just after it had received the response from Pertab.
Earlier in the day, the company’s Chief Executive Officer, Shaun Rampersaud, had written to the Minister of Natural Resources indicating his company’s willingness to work with the LCS to find an amicable solution. Last week, at a press conference, the company, which has a 49% Trinidadian ownership, contended that it had satisfied all the requirements outlined in the Local Content Act to be considered a “local company” and should therefore qualify for access to the register. Ramps, which was a 100% Trinidadian-owned entity just a few months ago, divested 51% of its shares to Deepak Lall – a Trinidadian businessman of Guyanese heritage.
Purports
However, the LCS Director in his response yesterday pointed out that from the documents submitted, Ramps Logistics purports that one Deepak Lall ultimately exercises voting rights representing 51% of the total number of issued shares at a value of $1,000,000 USD, while Ramps Logistics Limited (“Ramps Trinidad”) exercises voting rights representing 49% of the total issued shares at a value of $960,680 USD. But in their Articles of Incorporation (without the schedule on share transfer restrictions annexed, although the said Article expressly refereed to such an annexure) only the issue of 100 ordinary shares at the price of $1.00 GYD each is authorised. “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 letter from Pertab contended.
The letter further stated that no signed, filed and certified Company Resolutions, nor extracts of the share register or a share certificate was 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. In regards to the company’s annual income, the LCS Director stated the most recent annual return showing the information required in relation to the allotment and issue of shares was not submitted to the Secretariat.
“Ramps Logistics 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,” Pertab stated. By virtue of Section 153 and the Fifth Schedule to the Companies Act, the annual return is a document required to be filed in the Commercial Registry and 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 pointed out in the letter.
Moreover, he drew attention to fact that while Ramps submitted a notice of change in directors, which was signed and certified by a clerk at the Commercial Registry, the initial submission contained information showing that only 40 % 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 40% of Guyanese nationals to 60% 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 letter highlighted. However, Rampersaud yesterday told this newspaper that his company does not consider the Board of Directors as executive management but rather their daily operations management.
Beneficial ownership
The letter stated that an examination of the Declaration of Beneficial Ownership dated the 30th 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 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. “In consequence of the review, and based upon the foregoing observations, the application of Ramps Logistics was refused,” Pertab said in concluding his letter.
Ramps’ Logistics Director, Samantha Cole on Thursday said that they approached the LCS in April to be added to the register of local companies to provide services to the oil and gas sector but on June 8, it received an automated message informing Ramps Logistics that its application had been denied. The email said “Your application to the Local Content Register has been refused by the Minister. You have been denied access to Local Content Register.” Cole says that the denial now threatens the livelihood of a number of Ramps’ employees. The Local Content Secretariat outlines documentation to be submitted by a Guyanese national or Guyanese company registering with the Secretariat in support of their application. According to the agency’s mandate, it “aims to ensure the prioritisation of Guyanese nationals and Guyanese companies in the procurement of goods and services for the enhancement of the value chain of the petroleum sector and to enable local capacity development.”
Ramps Logistics Guyana currently employs 398 Guyanese.
Guyana’s Local Content legislation states that the Secretariat must publish its register. “The Secretariat shall cause the Local Content Registers to be published on the website of the ministry responsible for petroleum or any other media of wide circulation,” the law states. It is unclear if any company has yet received certification as to date no company has been listed on the site. Companies which were “supplying goods or providing services to the petroleum sector”, prior to the enactment of the Local Content law have up to the end of June 2022 to submit their documents and be issued with their certification. The certificate lasts for only one year.
