27 April 2005

The Web

AG and Registrar of Companies have never asked for a company director to be disqualified

Julian Manduca

The Attorney General’s office and the Registrar of Companies have never asked for a company director in Malta to be disqualified from taking up further directorships although both are empowered to do so. Despite several famous company crashes that have raised more than a few eyebrows, both have resisted calling for the disqualification of any of the directors involved.
According to the Companies Act a person may be disqualified as a director of a company by the Court upon an application made either by the Registrar of Companies or by the Attorney General.

The AG, Slivio Camilleri told The Malta Financial and Business Times: “No information has reached my office that any of the reasons mentioned in the Companies Act exist which would make me consider applying for a disqualification order under the law. It does not result to me that my office has to date made any application under the relevant article of the Companies Act.”
On his part, the Registrar, Dr Anton Bartolo told this newspaper: “To date the Registrar has not been in possession of information warranting such an action.”
There is no doubt that several directors in Malta fall foul of the law and recently the liquidators of a company have called on the Registrar of Companies to disqualify the directors of that company: Supermaster Ltd.
Supermaster went bankrupt in 2001 and left debts of Lm1.6 million and the liquidating committee is made up of Deloitte and Touche and representatives of General Soft Drinks Co Ltd and F Busuttil & Sons, as the larger unsecured creditors, the Union Haddiema Maghqudin, and MIMS Supplies.
The committee has recommended to the Registrar that former owner-directors of Supermaster Ltd Emanuel Micallef and Saviour Micallef, who are brothers, be considered unfit to manage a company.
The company owned a supermarket on the Mriehel bypass, and the Micallef brothers also own E&S Trading and Master Electric Company of which they are still directors.
The Malta Financial and Business Times asked the Registrar of Companies whether he has taken action following the request by Deloitte and Touche, and the Registrar first replied: “the Registrar is currently considering this matter and will be discussing it with the liquidator in order to obtain all relevant information, explanations and documentation necessary to enable him to form an opinion on the case in question.” One week later, the Registrar then told this newspaper that “the matter is being considered and a decision will be taken in due course.”
Ironically in that same year Malta’s largest supermarket chain, Priceclub also went under leaving anything between Lm8 and Lm12 million in debts.
The auditors of Priceclub were the same Deloitte and Touche, while lawyer Andrew Borg Cardona is conducting the liquidation of Priceclub.
Dr Borg Cardona pointed out that it was not for the liquidators to call for the disqualification of directors, but the Registrar or the Attorney General. Borg Cardona told The Malta Financial and Business Times that in the case of Priceclub he has taken such steps as are in his power in respect of the directors “as appear to be appropriate in the
The Registrar on his part said that “in the case of Priceclub the Registrar is aware that there are pending court cases involving the directors and it is not appropriate to take any action at this stage.”

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