By EDDIE OSIFELO
ORION Limited Managing Director, Chan Chee Min has questioned the integrity of Registrar of Companies in the Ministry of Commerce, Industry, Labour and Immigration.
This was after the Registrar of Companies decided not to intervene in the dispute between Orion Limited and Linear Perspective Ltd with Solomon Forest Association (SFA).
SFA, a powerful association looking after logging companies in the country, has cancelled the registrations of Orion and Linear Perspective Ltd.
As a result, both companies have stopped operation and losing out in business.
Chan Chee Min said that the primary responsibilities of the Office of the Registrar of Companies is to keep records of registered entities, to monitor activities of registered entities, to ensure compliance to the “Constitutions of Solomon Islands”, the various “Statutes”, Rules and Regulations and the various applicable laws of Solomon Islands, among other responsibilities.
He said that the Deputy Registrar of Companies letter of respond to Orion Limited implies:
(a) That the Deputy Registrar of Companies is exercising and executing the “Constitution” of Solomon Forest Association.
Chan Chee Min said that the “Constitution” of Solomon Forest Association is not above the “Constitutions of Solomon Islands” and cannot be above the laws of Solomon Islands.
(b) That the Office of the Registrar of Companies will be acting in “Ultra Vires” if the Office of the Registrar of Companies were to carry out their “Statutory Obligation” and “Fiduciary Duty” to cancel the registration of Solomon Forest Association.
Chan Chee Min says that in SFA legal counsel, James Apaniai Law Chamber’s letter dated 4th November 2011 to the Registrar of Companies, it was explicitly admitted, quote “you certainly have the statutory powers to cancel the registration of charitable association”.
Chan Chee Min said the Deputy Registrar of Companies must take cognizance that the “Constitution” of Solomon Forest Association cannot override or rise above the “Constitutions of Solomon Islands”
He said the Deputy Registrar of Companies must respect himself and the “integrity” of the Office of the Registrar of Companies.
He said yes, Orion Limited will sue and Orion Limited will be diligent to know who to sue.
Last week, Deputy Registrar of Companies, Tobit Taravu said the executive of SFA has the ultimate right to deal with any internal matter or disagreement that occurred within the association.
Taravu said the cessation of membership, the rightful body to receive, hear and responsible for register or remove of association’s membership is SFA executive, because such organisation or corporate body is one that has and keep records of all association’s members.
Furthermore, Taravu said it is not right a member to request for the cancellation of the association (SFA) when the organisaton still exists.
“Thus, any person or a member cannot deduce it not functioning or inactive, unless the executive confirms by a resolution that the said association is dissolve,” he said.
Taravu said the “Statutory Obligations” and the “Fiduciary Duty” you (Chan) has made mention cannot be applied in both situations mention above as you thought or highlighted.
“Our action would be viewed ultra vires if we step in to solve the dispute, because the issue you have raised is stirred up as a result of an internal or private discrepancy.
“In that regard, we are well aware that the purported removal of both companies membership from the Association register is the prior role of Solomon Forest Association.
“Thus, our office will not invade the powers of Solomon Forest Association Registered Trustees,” he said.