NAIROBI, Kenya, May 10 – The Registrar of Companies has been ordered to name the directors of Pharma Investment Holdings Limited which holds 99 percent shareholding at Clinix Healthcare Limited within seven days by a parliamentary committee.
The parliamentary committee on health directed the registrar to use all means to ensure they received those names by close of business on Thursday next week.
The House team is investigating irregular allocation of funds by the National Hospital Insurance Fund to Clinix and Meridian Medical Centre.
“As a committee we have reasons to believe that the persons behind Pharma Holdings Ltd are persons of undesirable character and you will only remove this doubt on the committee side when you have done the due diligence and report back in seven days,” chairman Robert Monda directed the Registrar General Bernice Gachegu.
She had explained that Pharma Investment Holdings Limited was registered in the British Virgin Island under the Business Companies Act 2004.
She said the documents in her possession indicated that the company was registered on May 19, 2006, and signed by the Registrar of Corporate Affairs in that jurisdiction.
“Pharma Investment Holdings ltd is not registered here (Kenya) as a foreign company. They are just a shareholder in Clinix. We did not require them to present us with their Memorandum and Articles of Association from the Island.
She added that they just took the certificate of incorporation because they did not register their presence here as a foreign company.
“So this is the only document we have to confirm that they are registered in the Virgin Island. But if they had registered a presence here, we would then have required them to give us their Memorandum and Articles of Association,” Gachegu explained to the Parliamentary Committee.
However, Committee member Esieli Simiyu who is the Kimilili MP put her to task to explain how then the company was allowed to operate in the country.
“You told us that a foreign company doing business through an agent does not need to register as a foreign company in Kenya. When I tried to say that Clinix Healthcare was the agent for Pharma, you said that wasn’t in the strict definition of an agent so where does it leave the position of Pharma doing business in Kenya without local registration and holding a majority shareholding in a business registered in Kenya?” Simiyu questioned.
“We are arguing that Pharma Investment Holdings Limited does not fall within the definition and description of a foreign company with an established place of business within Kenya but it falls under a foreign company that does not have a place of business within Kenya but is doing business through an agent,” the Registrar General responded.
“The word agent came because we were reading directly from the law, I do agree that Clinix is a company with two shareholders- Pharma Investment Company holdings ltd and Beneficial Company ltd and if we gave the wrong impression, we would like to correct that,” she added.
Gachegu maintained that she was not aware of the ownership of Pharma Investment Holdings Limited.
“We do not have a record of who are the directors because it is registered outside Kenya,” she said.
This did not go well with the Kimilili legislator who immediately interjected and said: “Chairman, after the registrars’ office putting us through their cynical interpretation of the law, at this rate we can sit here until tomorrow but definitely it seems the decision has been made that the owners of Pharma will not be known just like the owners of Anglo Leasing and the owners of Mobitelea.”
Senior Deputy Registrar General Jane Joram came to the defence of her boss saying Clinix was registered as a local company but only had a foreign shareholder.
“The process is that to register a company, you cannot come as an individual but it has to be through a lawyer. There is a stamp by Mathew Itonga, Certified Public Secretary and the signature of Mathew Itonga under the seal of Pharma Investments but we concede there is no name in the other signatures,” she said.
The committee also sought to know why the processes of registering Pharma Investment Holdings Limited and Clinix Healthcare Limited came too close yet they were done in different countries.
Pharma Investment Holdings Limited is said to have been registered on May 19, 2006 in the British Virgin Island while Clinix Healthcare Limited was registered on June 6, 2006 in Kenya.
“The person registering that company never noted that point and they were just satisfied that the documents complied with the requirements of the law so the short period between the two registrations was not noted or observed. When these documents were presented, they did not raise eyebrows in the registry,” the Registrar General responded.
The Committee was not happy with the responses and the chairman at one point told the Registrar General, “Registrar you have not done well because you are not answering the questions.”