Since the dispute between Farai Rwodzi of Interfin Bank Holdings Zimbabwe and myself started after the illegal and irregular takeover of Century/CFX Bank BY Farai Rwodzi and Interfin Bank Zimbabwe it has become clear that Interfin and its shareholders and Directors ignored basic corporate finance rules of engagement.
Since Century Bank was illegally taken over it has had 3 name changes.This alone indicates deep underlying ownership problems. The Bank has been changed from Century Bank to CFX Bank then Interfin Banking corporation. All this in a period of less that 6 years in an effort to hide the tracks of the fraudulent conversion of 309 million Century shares into CFX Bank.
These various name changes are symptomatic of fraudulent transactions which keep being re-arranged to hide the original tracks. Other Banks such as Barclays or Standard have kept the same name for more than 100 years. Why is Century changing from Century to CFX Bank then Interfin Banking Corporation.
In addition Century/CFX Bank has had more than 7 different Managing Directors over a 5 year period since its illegal and irregular seizure from ENG Capital and myself. This has to be a world record for any Bank. The very high staff turnover especially at the top level of any Financial Institution only serves to confirm the ownership dispute.
These underlying problems could have been detected and avoided by Interfin Bank and Mr Farai Rwodzi had Interfin done a proper enhanced due diligence exercise ahead of their involvement with Century/CFX Bank.
All documents requested are supposed to be with respect to the Company, its subsidiaries and any joint ventures involving the Company or any of its subsidiaries and should be provided with respect to all periods since the founding of the Company, to allow a clear trend analysis to be developed should it be necessary.
Below is a basic list which Interfin should have used before getting involved with CFX Bank .This is freely available on the Internet. The list represents a standard due diligence request list and attempts to be over-inclusive rather than under-inclusive.
“I. CORPORATE BOOKS AND RECORDS
A. Charter and By-laws
1. Original certificate of incorporation of the Company and all amendments thereto
2. By-laws of the Company, as amended
3. Charter and by-laws of each wholly or partially owned subsidiary of the Company and of any joint venture involving the Company or any of its subsidiaries
4. Closing record books for any material corporate transactions (e.g., reorganization into holding company structure, joint ventures, etc.)
5. Other relevant legal documents governing the organization and management of the Company
B. Minutes of meetings and unanimous written consents (since date of incorporation) of the Company, any of its subsidiaries and any joint venture involving the Company or any of its subsidiaries, of the following:
1. Shareholders
2. Board of Directors
3. Executive Committee
4. Audit Committee
5. Any other committees
6. Specific authorizing resolutions
7. Material (including financial projections), if available, distributed to the Board of Directors, or any committees thereof, in connection with the most recent meetings of the Board or such committees
C. Officers' and directors' questionnaires prepared in connection with the most recent proxy statement of the Company
D. Shareholders
1. Shareholder list and other stock records
2. Any shareholder agreements, voting trusts, proxy agreements, escrow agreements or similar arrangements
3. Any stock purchase agreements with shareholders
4. Any agreements relating to preemptive rights or other preferential rights of shareholders
5. Any agreements restricting the sale or other disposition of capital stock
6. Any agreements or plans concerning outstanding or proposed stock options, warrants or rights, including any employee stock ownership plans
7. Any agreements relating to registration rights of shareholders
8. Any trust agreements or other documents if shares are held in fiduciary capacity
E. Qualifications and Registrations
1. List of jurisdictions where qualified as foreign corporation or licensed to do business
2. Any other material governmental qualifications, registrations, business licenses, permits, authorizations, exemptions or security clearances, including those pursuant to Federal or state antitrust, environmental, nuclear regulatory, public utility or public service or securities laws and regulations
F. Reports to Shareholders
1. Annual reports
2. Quarterly and special interim reports since most recent annual report”
If Farai Rwodzi and Interfin Banking Corporation had done a proper due diligence they would have discovered High Court case HC-6244-04 wherein I am challenging the legality of the Century/CFX Bank transfer and or conversion.
This article appears courtesy of GMRI CAPITAL – www.gmricapital.com . It is generated for 3MG MEDIA – www.3mgmedia.ca .
Gilbert Muponda is an Investment Banker and Founder of GMRI CAPITAL . He can be reached at; www.ZimFace.com and
www.facebook.com/mupondaEmail: gilbert@gilbertmuponda.com . Skype ID: gilbert.MupondaTwitter ; http://twitter.com/gmricapitalPhone: 1-416-841-5542
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