Registrar of Companies testifies in NA enquiry into $30M Russian petroleum saga

By Tabora Bojang

The acting registrar of companies, Marie Therese Gomez, has told the National Nssembly members investigating a suspicious importation of petroleum product from a Russian ship, that her office is not in possession of certain documents to truly prove the existence of APOGEE FZE, one of the three companies being investigated.

The companies allegedly imported and sold petroleum products from a vessel from Russia worth $30M without paying tax.

According to Ms Gomez, APOGEE Limited Gambia was incorporated as a local company in January 2024 with one Haddy Dandeh Njie as its secretary with offices in Fajara.

She added that a company called APOGEE FZE incorporated in the UAE, holds 99 percent shares in APOGEE Limited Gambia while another foreign national, Aurimas Steiblys, owns 1 percent.

According to the witness, the local company [APOGEE Gambia] was registered as an entity to be engaged in import and export of petroleum and related products.

Asked if the law requires the involvement of local partnership for establishing a company of such nature, Gomez said the law requires that one of the directors must be a resident of the Gambia and in this case the lawyer Haddy Dandeh-Njie was contracted to do the filing on their behalf.

She added that if a shareholder of a local company is foreign based, they are required to provide her office with certified memorandum and article of association, certificate of incorporation and registration in the said foreign country to determine whether they exist or not.

Nominated lawmaker Kebba Lang Fofana asked the witness to confirm whether her office is in possession of these documents submitted by APOGEE FZE together with the identification of the shareholder who owns the 1 percent in APOGEE Gambia.

The witness presented a printed passport believed to be that of Aurimas Steiblys but the document was not readable. However, she attributed that to the black-and-white printing but said it is readable in their system.

About the memorandum and article of association, Ms Gomez said: “We have two offices; the deputy registrar of companies normally registers in KM, and at the time this company was registered I was on leave. So, at times lawyers choose where to go, depending on the location, so this particular company was registered in KM.”

She begged for time to allow her to consult the deputy registrar of companies at Kanifing or the lawyer who filed on behalf of APOGEE for the memorandum of understanding and articles of association.

The witness however provided NAMs with APOGEE FZE’s certificate of good standing and certificate of incumbency and incorporation

But nominated member Fofana argued that these certificates cannot be used as an alternative for a memorandum of understanding or an article of association.

“Do you have a memorandum of association of APOGEE FZE before accepting their registration?” Fofana quizzed. 

Gomez replied: “It was here [National Assembly] that I got to know that the main shareholder in APOGEE Gambia is a foreign company. Give me time to consult. This registration happened in Kanifing and the registrar there is someone who always ensures applicants comply with the law but the reason why these documents were not submitted I cannot tell. It might be an oversight.”

Asked if they conduct any thorough research on foreign companies that want to operate local companies in The Gambia, she said there is no system except to ensure the documents submitted are true and original copies.

Gomez further argued that their checklist does not indicate what should be provided where the majority shareholder of a local company is a foreign company. She added that it was a good practice procedure by her office to ensure due diligence before a company is registered in the country.

Hundred percent share capital

The registrar also disclosed that APOGEE Gambia’s share capital at the time of opening is D100,000. But several NAMs considered that as an unacceptable amount considering the nature of business APOGEE is venturing into.

Committee member, Alhagie Mbow, argued that for a company claiming to be trading in fuel importation and exportation to present such an amount raiseseyebrows over its credibility.

“Even 100 million is not enough for this venture,” he submitted. Nominated member Fofana also argued that APOGEE’s share capital of D100,000 was in itself a red flag that should have warranted due diligence from the Registrar’s office.

The witness agreed that some companies are fond of devaluing their share capital when opening companies in The Gambia.