[dropcap]A[/dropcap]wake Investigates has uncovered what appears to be a possible collusion between some officials at the Registrar General’s Department and a group of persons led by one Madam Susana Awuku, Messiers Leo Kweku Asiamah and Alex Kojo Asiamah.
This was in respect of a supposed liquidation of Toku Company Limited under shady circumstances and the subsequent sale of properties alleged to have belonged to its related company, Sweduru Contractors Ltd to Latap Pharmaceuticals Ltd.in 2011 at the cost of GH¢4.5million.
The GH¢4.5million was allegedly shared among some group of individuals who claimed to be shareholders of the Toku Company Ltd.
In a letter dated August 29, 2018 addressed to the Awake Investigates team, the Registrar General, Mrs. Jemima Oware said;
“Indeed if you require any information on the Toku Company Ltd prior to the liquidation of the company, you have to conduct a general search under section 333 of the Companies Act, 1963 (Act 179) at the Registry of the Department and the requisite answers you require will be provided you accordingly”
Consequently, if you are of the strong opinion that we have breached any provision/s of the Bodies Corporate (Official Liquidations) Act 1963 (Act 180) you are at liberty to proceed to Court under Section 11 of Act 180, stating your capacity and the kind of breach the Official Liquidator has committed” – the letter added.
The current Registrar General, Mrs. Jemima Oware in responding to series of questions addressed to the Registrar General, the Company Inspector, Mr. Jones Ansah and the former Registrar General, Mr. J.K Halley concluded that:
To this end, therefore, we are unable to accede to your request for the Court is the primary forum to address your concerns if you are minded that you are aggrieved by any breach of Act 180.
Documents obtained from our investigation have revealed that the grand scheme was kicked in motion by Madam Susana Awuku when she filed a petition at a High Court in Accra on May 21, 2009 for the liquidation of Toku Company Ltd, a business which she claims came into being as a result of a name change from Toku Motors Ltd.
It is not clear how Madam Awuku got the name of Toku Motors Ltd changed to Toku Company Ltd as there was no Board resolution of Toku Motors Ltd authorizing the change of name.
In the petition for liquidation of Toku Company Ltd, Madam Susana Awuku had allotted 50% of the shares to herself and the other 50% shares of the company to some 24 other individuals believed to be the children, wives and grandchildren of the late business magnate, Mr. George Kweku Asiamah who died in 1987.
Alleged fraud in the change of name of Toku Motors Ltd. to Toku Company Ltd.:
Toku Motors was registered by George Kweku Asiamah (deceased) and Ms. Susan Awuku (a former wife of late G.K. Asiamah) on March 20, 1974 with a nominal shareholding agreement of 50/50.
The company was the country representative of Scania Trucks of Sweden and had its name changed to Toku Company Ltd (TCL) in 1989 after the death of Mr. Asiamah.
In an interview with Awake Investigates, the Secretary of the former Toku Motors Ltd, Mr. Oduro Daapa said he never signed any document for the change of name and neither has there been any board meeting at which the said decision was taken. However, he claims he could recall that one of the Directors of the company, Ms. Susana Awuku casually intimated to him that she will want to change the name of the company to reflect a larger scope of activities.
Mr. Daapa further claimed that since the death of Mr. G.K. Asiamah in 1987, he had had nothing to do with Toku Motors as the company went dormant long before Mr. Asiamah’s death. He noted that it was sometime in 2011, when he was called to a meeting at the Registrar General’s Department by Mr. J.K Halley and Ms. Susan Awuku. Below is an excerpt of his transcript of what he could recall happened at the said meeting:
Mr. Halley asked me if I have any of the minutes of the meetings of the Board of Director of Toku Motors Ltd. I told him no but quickly, Susana replied him (Mr. Halley) that she has all the minutes and every document of the company. I was then told by Mr. Halley that Toku Motors has been liquidated and that I should no longer hold or carry myself as either the secretary or a director of the company. Since then, I have not heard anything about that company until you called me on it” – Mr. Daapa told Awake Investigates.
At a meeting with officials (Mr. Jones Ansah and Mrs. Jemima Oware) at the Registrar General in August 2018, the Company Inspector, Mr. Jones Ansah claims there is a Board resolution that gave birth to the change of name from Toku Motors Ltd to Toku Company Ltd but through a letter addressed to the Awake Investigates team signed by Mrs. Jemima Oware, the Registrar General failed to provide a copy of the said claimed Board Resolution adding that our investigative team should go to court if it finds anything wrong with the issue.
Allegation of fraud in allotment of shares, sales of properties belonging to Swedru Contractors:
Toku Company Ltd, formerly Toku Motors which had only the late George Kweku Asiamah and Susana Awuku as its directors and nominal share shareholders, mysteriously became a company with Twenty five (25) shareholders at the time that Madam Susana Awuku filed the petition for its liquidation for not being in business for close to a decade.
A search conducted at the Registrar General’s Department on August 4, 2011 claimed the company had fourteen shareholders. But the Company Inspector, Mr. Jonas Ansah stated only the 50% shares allegedly held by Madam Susana Awuku.
The front view of Toku House on the Graphic Road, Accra
However, at a supposed shareholders meeting dated August 16, 2011 to declare dividend, the Official Liquidator, Mr. J. K. Harlley of the Registrar General’s Department invited additional 11 people purported to be shareholders, bringing the total number of shareholders to 24 including Madam S. Awuku making the number of shareholders of the company mysteriously increased from 14 to 25 within 12 days per the Registrar General’s own records.
Interestingly, Nii Asiamah (deceased), one of the purported shareholders as claimed by the petition filed by Ms. Awuku was replaced by Kofi Sammy in the list of the shareholders who attended the meeting.
Also, the late George Asiamah whose name appeared in the Registrar General’s company search result as at August 4, 2011, was replaced with the late Ms. Grace Asiamah.
The Company Inspector, Mr. Jonas Ansah in an affidavit sighted by Awake Investigates said the late George Asiamah was mistakenly added to the August 4, 2011 search result and that the correct name should have been Ms. Grace Asiamah.
In a dramatic twist, however, one of the purported shareholders, Mr. Leo Kweku Asiamah (the elder son of G.K. Asiamah) who spoke to Awake Investigates, said he was never a shareholder of the company as well as the rest of the people on the list except Ms. Susana Awuku.
According to him, the list that the Registrar General presented in its search result and the list of the majority of the people invited by Mr. J.K Harlley were drawn from the WILL his father left behind.
In an interview with Awake Investigates, Alex Kojo Asiamah, who admitted having shares in the Toku Company Ltd later contradicted himself as not having shares in the Company rather Swedru Contractors. When asked why he should then take over GH¢200,000 from Toku Company as a dividend, he replied, because the father has 50% shares in the company.
Speaking to Awake Investigates’ undercover team, Mr. Quansah who was a lawyer for the late G.K. Asiamah said the only directors of the former Toku Motors Ltd, (a company which had been dormant for a long time) was the late G.K. Asiamah and Susana Awuku.
Lawyer Quansah revealed that it was only on paper that there was 50/50 nominal shareholding agreement to meet the limited liability registration requirements at the time and maintained that even the share certificates were never issued.
I cannot understand why Susuna Awuku should carry herself as a shareholder to the extent of liquidating the company, allotting a property that does not belong to the company and selling that property,” said Lawyer Quansah.
Toku Motors Ltd never worked. Every expense on that business was financed by Swedru Contractors Ltd. All those properties [the land, the building, and warehouses] all belong to Swedru Contractors and not Toku Motors. Look, that share thing that Suzy is talking about is just on the registration paper. The share was never issued” – Lawyer Quansah insists.
I was the lawyer for the old man [G.K. Asiamah] till he died. There was no point in time that Suzy ever contributed a pesewa as a shareholder to the operations of the company. Can she show us her share certificate or prove of how much she invested in the business? Even the WILL of the old man I drafted specifically stated what she [Susana Awuku] was entitled to,” Lawyer Quansah further stated.
Awake Investigates has leant that despite protest by some children of the late George Asiamah, Madam Susana Awuku, led by Mr. J.K. Halley and Mr. Jones Ansah all of Registrar General’s Department succeeded in selling the multi-million cedi properties (1.84 acres of land, 1 warehouse, 3 storey office complex with 35 offices, and about 10 bedroom bungalow) located on the Graphic Road in Accra to Letap Pharmaceuticals Ltd at the cost of GH¢4.5million in a questionable circumstances.
A receipt of the alleged sale and payment was signed by the Company Inspector at the RGD, Mr. Jones Ansah on a plain sheet of paper which is not indicating whether or not the money was received on behalf of the government at the RGD.
It is also not clear if the State had received its commission from the liquidation exercise as it appears Mr. J.K. Halley and Mr. Jones Ansah of the RGD treated the liquidation exercise as if it were their personal commercial activity.
The money received by the Company Inspector had been shared to the purported shareholders with Kofi Sammy and Beatrice Asiamah rejecting the money. However, there is no document suggesting the percentage of shares held by each of the purported shareholders apart from the company search resulted stating that Susana Awuku is holding 50% shares.
A copy of the will of the late G.K. Asiamah authored in 1971 (before Toku Motors was registered) revealed all the names mentioned in his will except Alex Kojo Asiamah were those listed as shareholders.
In the will, late George Asiamah directed that all his businesses are run by the Board of Directors and any profit that accrues should be shared among his children and wives according to a percentage spelled out in the WILL.
Allegation impersonation
One of the receipts obtained by Awake Investigates indicates that Mr. Samuel Asiamah had signed and received Two Hundred and Two Thousand, Five Hundred and Fifty-Eight Ghana cedis, Eighty Peswas (GH¢202,558.82).
However, Mr. Samuel Asiamah, one of the children of late G.K. Asiamah who is popularly known as “Kofi Sammy” has denied ever signing and or receiving any money from the sales of the property and that he never supported the liquidation of the company and the sales of the property.
He also said he was not clear why his name was listed twice (Samuel Asiamah and Kofi Sammy) as a shareholder of the company. He insisted he is the only son of the father called Samuel Asiamah and or Kofi Sammy.
Speaking to Awake Investigates, Mr. Leo Kweku Asiamah who is one of the purported shareholders and receivers of the proceed from the sales of the property said, the Mr. Samuel Asiamah that signed and received the GH¢202,558.82 is also called Alex Kojo Asiamah whose name is not in the list of the purported shareholders.
When asked when Alex Kojo Asiamah changed his name to Samuel Asiamah, this is what he had to say;
My brother Kojo [Alex Kojo Asiamah] told the judge at the Court that he is also called Samuel Alex Kojo Asiamah and Susana Awuku agreed with him and added that she [Suzzy] knows Kojo by that name.”
Speaking to Alex Kojo Assiamah on the issues of allegations of impersonation, he insisted that his actual name is Samuel Asiamah but not Alex Kojo Asiamah and that his is only known among his peers as “Alexto” or “Joe – meaning Kojo because his is born on Monday”
When asked if he knows any of his brothers by the name Alex Kojo Asiamah, he replied no, adding that he is the only one called “Alexto” or Kojo among his siblings. When asked if he knows any of his siblings by name Samuel Asiamah apart from him, this is what he has to say;
That guy, I don’t know if he is my father son or not. All I know is that he is a bad guy who wants to take my father’s property that belongs to me…”
Our investigation revealed that in 1994, one Samuel Asiamah signed and received ¢40,000 (old cedis) from the accounts of Swedru Contractors, however, the signature of the Samuel Asiamah that signed the voucher in 1994 is different from the signature of the Samuel Asiamah that signed to receive the over GH¢200,000 dividend from Toku Company in 2011.
When Alex Kojo Asiamah was asked if indeed he is the Samuel Asiamah why his signature in 1994 different from his signature in 2011, he replied: “I’m sick and cannot talk plenty”.
Also, a birth certificate of Samuel Asiamah available to Awake Investigates indicates that Kofi Sammy is the Samuel Asiamah.
Korsi Senyo, who led the investigation, tells the story of late George Kweku Asiamah.
The late George Kweku Asiamah is believed to be one of the most successful businessmen in Ghana between 1970s and late 80s. He was the owner of Swedru Contractors Ltd, a construction company that constructed some major roads in the country including the first asphalted road (Accra-Nsawam Road) in Ghana.
Swedru Contractors had the late G.K. Asiamah, the late Agbavitor, the late Amegayi and Mr. Ebenezer Mensah Yeboah as its directors and Mr. Kofi Yeboah as the Company Secretary.
Before establishing Swedru Contractors Ltd, he was operating a company called City Concrete Works (sole proprietorship) but dissolved it around 1970 and transferred its interest to Toku Motors Ltd. Late G.K. Asiamah also bought a company called Central Salt Ghana Ltd but later sold off his shares when one of the shareholders in the salt-mining company raised concerns that the third shareholder did not seek their consent before selling the company. He was also the owner of Champion Farms.
While in business, another friend of Mr. G.K. Asiamah who was a lawyer had secured an agency deal from Scania Trucks in Sweden to represent them in Ghana. The lawyer succeeded in being the first to bring Scania Trucks to Ghana but he could not manage the agency business. He sold the idea to Mr. Asiamah who was then a well-established business mogul and even needed those trucks in his road construction business.
This, according to the last surviving Director of Swedru Contractor Ltd, Mr. E.M. Yeboah during our investigation, led to the establishment of Toku Motors by G.K. Asiamah in 1974. He told Korsi Senyo that at the time of registering the business, G.K. Asiamah had to meet some company registration requirements. Hence his decision to use his last wife, Susana Awuku as one of the shareholders allotted 50% shares to her on paper.
According to him, a few years later, Mr. Asiamah had to stop investing into Toku Motors because it was not moving well as expected.
In fact, I was the right-hand man of G.K. I wrote all his cheques for him to sign and every time pay Toku Motors, pay Toku Motors, yet Toku Motors was not making any profit. All the 4 staff of Toku Motors were staff of SCL and were on SCL payroll” He said.
The Toku House building and the warehouses were built and owned by SCL. I was even the one in charge of bringing the cement, sand and quarry stones for the construction work from Swedru Contractors’ quarry.” He recalled.
Suzy, was only a house wife who had never even stepped her feet at the office or workplace or know anything about this company when the old man [late G.K Asiamah] was alive,” he narrated.
Even, when G.K. died, I became the Managing Director and even bought some additional tipper trucks for the company until some of the children of G.K. intruded the company and started selling off the machines. The way they were doing and disrespecting me, I had to leave the company,” he painfully recounted
In an interview, Mr. Kofi Yeboah, Secretary to Swedru Contractors, an accountant at Swedru Contractors and accounts officer in charge of Toku Motors said Toku Motors Ltd was 100% financed by Swedru Contactors Ltd.
I was the accountant and specifically in charge of Toku Motors accounts. All the money spent on Toku Motors (TM) ranging from salaries, purchases of all trucks, building of workshops and buying of the machine were all 100% financed by SCL. Toku Motors account was always in red. Even, I remember some 16 scania trucks that were sold by Toku Motors were bought by SCL. Apart from that 16 trucks, the only sale TM made before its collapse was 2 trucks to one Timber Company in Kumasi. Toku Motors even collapsed long before the old man died.”
How Susana Awuku allegedly orchestrated the illegal liquidation of Toku Company Ltd.
After the death of Mr. G.K. Asiamah, Ms. Susana Awuku is said to have allegedly entered into an intimate relationship with one Mr. Roeder (now deceased), a German who was an Engineer operating the asphalt plant of Swedru Contractors and an employee of the late G.K. Asiamah.
According to sources, this Roeder became influential in the life of Ms. Susana Awuku and helped her to orchestrate the allegedly fraudulent sale of the properties of Swedru Contractors.
Knowing well that Susana was one of the Directors of Toku Motor and the interest of the land on which the Toku House was built was transferred to Toku Motors by City Concrete Works in June 1974, he took advantage of his relationship with her to divert all the properties of SC into the name of Toku Company.
Susana Awuku was said to have been a staff of the Agogo Government Hospital in Ashanti Region where the late G.K. Asiamah had gone to receive a medical treatment. A love relationship developed between her and the late G.K. Asiamah based on how well she took care of him as a patient. She became the fifth wife of the business magnate.
In the will of the late G.K. Asiamah, Susana Awuku was entitled to inherit some specific properties, tipper truck, and a red sports car.
An agreement sighted by Awake Investigates indicated that the land, Plot 106, South Industrial Area on which Toku House and SC Warehouses were built was leased from the Government of Ghana by City Concrete Works (one of the companies owned by G.K.) and its interest was transferred to Toku Motors in June 3, 1974.
The said land (about 1.84 acres) was acquired by Government of Ghana from Odaw Channels on October 12, 1966 according to records at the Lands Commission.
All efforts to get Susuna Awuku response to the issues proved futile. The son, Kwame Asiamah who earlier said he will respond to the issues on behalf of the mother confirmed the issues to Awake Investigates but decline to answer any future questions.
Why was the Toku House sold to Letap Pharmaceutical Ltd without passing through the normal auction?
According to sources, late Roeder was allegedly highly indebted to the Director and owner of Letap Pharmaceutical Ltd, Mr. H.R. Patel hence the sales of the property to him.
In an interview with the Director of Operation at Letap Pharmaceuticals, said indeed they have bought the property and it now belongs to them but declines to answer any further question.
Mr. Joy Johnson, a real estate agent who resides at Pokuase told the Awake Investigate undercover team that he was approached by Mr. Halley, the Official Liquidator to sell the property to Letap Pharmaceuticals owner. According to him, after the sales of the property, Mr. Halley gave him a Commission for the work down but cannot recollect how much he was paid by Mr. Halley.
Mr. Joy Johnson also alleged Mr. H.R. Patel had refused to pay him his Commission as agreed.
It was also revealed that Ocar Deco, a furniture company who was occupying the ground floor building and part of the warehouse also expressed interest in buying the property even at a price higher than that of Mr. H.R. Patel but Ocar Deco’s request was turned down.
Source: AwakeNewsOnline.com / Awake Investigates | Efo Korsi Senyo