Sternford Moyo misled & manipulated by Farai Rwodzi and Interfin on ENG Capital – Part 5 of 5

Interfin Bank Directors seem to be ill advised and practizing massive self-deception on a grand scale. It is well documented and in public domain that I challenged the illegal sale and or transfer of Century bank through High Court case HC-6244-04.

Yet they go ahead and somehow convince a Lawyer of Mr Sternford Moyo’s standing to issue a legal opinion that has an effect of breaking the ZSE Act and mislead the investing public. This is a serious offence under the ZSE Act, Company Act and other Zimbabwean laws that govern director fiduciary duties.

These Directors need to know that in their personal capacity they could be fired, tried and convicted for lying to minority shareholders and the Investing public...their employer.

Everyone wants the money, but it pretty much amounts to selling your soul when supposedly respected members of the comm7unity such as Bank directors willingly mislead the regulatory bodies such as The Reserve Bank of Zimbabwe, Zimbabwe Stock Exchange ,Ministry of Finance, Securities Commission etc.


The ZIMBABWE STOCK EXCHANGE ACTActs 27/1973, 24/1975, 15/1981, 20/1984; R.G.Ns 54/1975; 1135/1975, S.Is 468/1979, 236/1980. Is clear on this. Below is an extract from the ZSE act which Interfin Banking Corporation Directors ought to be familiar with since they run a Company governed by this act.


“73 Prohibition of fraudulent acts or of carrying on business of stock exchange
(1) No person shall—
(a) make or cause or permit to be made in any document or return which
is required by or under this Act to be sent to the Secretary, the Minister, the Registrar,
the Committee, the Exchange auditor or an auditor referred to in paragraph (d) of
section forty-six a statement which he knows to be false or does not know or believe
to be true; or
(b) by addition, alteration, erasure or omission falsify any document or
return referred to in paragraph (a); or
(c) by any statement, promise or forecast which he knows to be false or
does not know or believe to be true induce any other person to purchase or sell any
securities; or
(d) directly or indirectly use or take part in any manipulative or deceptive
method of dealing in listed securities likely to stimulate further dealings in listed
securities or any class or classes thereof on the Exchange; or
(e) by means of fictitious transactions or the spreading of false reports
influence the prices of listed securities or any class or classes thereof on the
Exchange.”
Practizing self deception at an alarming scale when they willingly break the relevant Governing Act .This act is freely available on the internet and Interfin Bank Directors need to familiarize themselves .The direct link is here http://www.parlzim.gov.zw/cms/Acts/Title24_COMMERCIAL_AND_FINANCIAL_INSTITUTIONS/ZIMBABWE_STOCK_EXCHANGE_ACT_24_18.pdf
Interfin Banking Corporation Directors seem to be practizing moral flexibility whilst bending rules and regulations to conceal their prior knowledge of a legitimate claim which they with held informing their employers who are the Investing public who are protected by the ZIMBABWE STOCK EXCHANGE ACT Acts 27/1973, 24/1975, 15/1981, 20/1984; R.G.Ns 54/1975; 1135/1975, S.Is 468/1979, 236/1980.

High Court Case HC-6244-04 was filed in 2004 and its still pending before the courts. Yet Interfin Banking Corporation Directors pretend there was never any challenge to their illegal and irregular grabbing of Century/CFX Bank.

By will fully and deliberately misleading the Investing Public in violation of the ZSE Act Interfin Banking Corporation is an organization that has re-defined the definition of corruption , deceit and concealment of material information from Investing public and Regulatory Authorities.


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/muponda
Email: gilbert@gilbertmuponda.com . Skype ID: gilbert.Muponda
Twitter ; http://twitter.com/gmricapital
Phone: 1-416-841-5542

Sternford Moyo misled & manipulated by Farai Rwodzi and Interfin on ENG Capital – Part 4 of 5

Sternford Moyo misled & manipulated by Farai Rwodzi and Interfin on ENG Capital – Part 4 of 5

Mr Sternford Moyo’s claim that there was never an objection to the sale and or transfer of the Century Shares into CFX Bank shares then Interfin Bank shares can not go unchallenged .His opinion must be put under an intregrity test and be compared to publicly available information.

In my original article titled “Gilbert Muponda: Further Revelations on the Century/CFX bank Fraud”
Published more than a year ago on Sep 28th, 2009 and filed under Financial News, which appeared in many newspapers including The Zimbabwe Metro Newspaper I made it clear there was already a High Court case blocking the illegal sale and transfer of the 309 Million Century Shares. The relevant link is here http://www.zimbabwemetro.com/finance/gilbert-muponda-further-revelations-on-the-centurycfx-bank-fraud/

Therefore anyone who did a serious due diligence would have discovered that the dealing in such shares was null and void in addition to being illegal and fraudulent as it was misleading the investing public.

Below is the full article wherein I made it clear High Court Case HC 6244-04 had been set in motion and therefore any dealing in the said 309 million Century shares and any attempt to conceal the original fraudulent transfer will constitute further unacceptable fraudulent behavior and decepit meant to mislead regulatory Authorities and the General Investing public

The original article -
“It appears there is a misunderstanding on why I have been publishing letters relating to claim for ownership of 309 million Century/CFX Bank shares. In addition some have asked why the matter is being raised 5 years after the 309 Million shares were irregularly sold and transferred.

When the sale was done on or around 12 May 2004 I through my lawyers Ziweni and Company filed a high court application to block the sale of the shares. This record should still be there at the HarareHigh Court. As soon as we filed this application I was then specified without a hearing. This limited my ability to follow up the application. My lawyer and his firm was also specified. Leaving me without legal representation on the matter.

This was all done to ensure that the 309 million shares are sold, transferred and Century/CFX Bank is snatched from my Company – ENG Capital.
Several articles have been written highlighting how these 309 million shares and Century/CFX bank was grabbed from ENG Capital. Over the time we had hoped the current and previous Directors and Management of CFX Bank would reach out and try to find out what really transpired and resolve our claim. This is the normal way of doing business.

If you hear someone claiming ownership of your Bank or business you are expected to confront or engage that person to verify the nature of their claim. The CFX Bank Board, Management and shareholders somehow made the arrogant decision to behave as if everything is normal and totally disregard a claim which has been documented even at High court since day one of the fraudulent merger between Century and CFX Bank.

Even the latest press comments by the Bank through an individual identified as its Lawyer it appears they want to keep hiding behind technicalities such as you should have raised the claim earlier or you are specified therefore you cant act on your own behalf. This is inaccurate and misleading.

This level of arrogance and total disregard of material facts and potential impact on investors is an attitude which must be challenged and stopped. As out lined above this matter was filed at the high court in May 2004.And over the years articles detailing the claim have been published. Any serious and responsible Board of Directors would have taken corrective action by at least engaging in negotiations.

Let it be noted that had they done that at early stages this matter would have been closed by simply acknowledging that there was some injustice but however they were not aware that such a thing had happened. This would have been a reasonable and acceptable position.

However it appears the current Board and Management want to keep denying clear facts and act as if nothing was amiss. The continual reference to my specification only highlights that the people who grabbed Century/CFX Bank from me and ENG Capital are the same people who abused the law and manipulated the legal system to specify me without a hearing so that I can follow through action to block the sale and transfer of the shares.
The cases of illegal and unjust business seizures have been occurring at an alarming rate in Zimbabwe. This must be firstly documented. Those doing it must be notified and warned. Those aiding ,abetting and facilitating such business seizures must be documented and be made aware records exist of their illegal action.

Employees in affected businesses such as employees at CFX Bank are encouraged and expected to remain professional and do their best to keep the Company vibrant but must avoid being used as proxies in a shareholder fight. This is not wise.

This part of an effort to fully document and seek redress for the fraudulent transfer of 309 million shares which were used to merge Century Bank and CFX Bank. CFX Bank was created as a result of a merger between CFX Bank and Century Bank.

Century Bank was fraudulently merged with CFX Bank through the illegal and irregular transfer of 309,000,000 Century Holdings shares owned by ENG Capital and Companies owned or controlled by ENG Capital. Since this was a fraudulent and illegal transfer of ENG shares the plotters of the scheme renamed the resultant bank CFX Bank dropping the name “Century” in an effort to hide their tracks and attempt to remove any link with Century.

In April 2003 ENG Capital Investments acquired Century Discount Holdings from Century Financial Holdings ( A ZSE listed Financial Holdings Firm).The purchase price was Z$1.5 billion then equivalent to US$ 3 million. The purchase price was paid in full. ENG then applied to the Registrar of Banks and Financial Institutions for the change of controlling shareholder approval which approvals were denied.

After several attempts to get the underlying reasons for the denial I was informed that ? the Authorities? were not comfortable with ENG political inclination which they said remained ?unclear? in addition issue of the ENG Directors age was raised. We then tried to find out if Century Financial Holdings was in a position to refund ENG for the purchase price and to reverse the Century Discount House purchase. Century Holdings was not in a position to refund ENG.

The only recourse was that ENG had to acquire Century Financial Holdings to mitigate any potential loss of outlay on the Century Discount house acquisition. As such ENG and its associated Companies acquired a total of 52% (including the 309 million) of Century Financial Holdings making Century an ENG subsidiary.

Through our Lawyers Ziweni and Company we sought the identity of the buyer and also to clarify that the share sell was null and void as it had all the hall marks of corruption, insider dealing and was being challenged by the beneficial owners of the shares. In addition the shares had been sold through a special bargain and not an open market transparent transaction. The shares were sold for an unrealistic amount of Z$ 3 billion when ENG Capital had acquired the same shares for at least Z$35 billion. This resulted in the prejudice of Z$ 32 billion to ENG Capital Creditors and Contributories/Shareholders. We also asked the Zimbabwe Stock Exchange to investigate and stop the share transfer.

These articles form part of a wider effort to ensure that Zimbabwe?s Corporate sector eventually develops to be one where shareholders are respected and the rule of law is not applied selectively in terms of Investor protection. Whilst the case study may be focused on the 309 million shares and ownership of Century/CFX Bank the facts and scenario can be applied to other businesses that were affected by similar schemes that we devised by corrupt politicians and a corrupt central Bank Governor. It is very important that such cases be clearly and completely be documented.”

End of original article.

When such articles are freely available in the public domain it becomes a puzzling mystery as to why a Senior Lawyer such as Mr Moyo would write an opinion claiming that there was never a challenge to the illegal sale and irregular transfer of the 309 million shares when High Court Case HC-6244-04 is pending before the courts.

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/muponda
Email: gilbert@gilbertmuponda.com . Skype ID: gilbert.Muponda
Twitter ; http://twitter.com/gmricapital
Phone: 1-416-841-5542

Sternford Moyo misled & manipulated by Farai Rwodzi and Interfin on ENG Capital – Part 3 of 5

Sternford Moyo misled & manipulated by Farai Rwodzi and Interfin on ENG Capital – Part 3 of 5

After going through the legal opinion provided by Mr Sternford Moyo to Interfin regarding the disputed takeover over Century/ CFX Bank and its subsequate rebranding into Interfin Banking Corporation it becomes clear that Mr Moyo is a victim of deception and manipulation.

He was deceived into believing that there was never a legal challenge to the fraudulent and illegal transfer of the 309 million Century Shares into CFX Bank then into Interfin Banking Corporation. All records will show this illegal transaction was challenged through various letters and High Court application HC 6244-04 filed at Harare on May 2004.

This challenge was widely reported in the Herald Newspaper, The Independent and the Daily Mirror. Records at the National archives will confirm this .It remains a mystery why Mr Moyo would claim that there was never a challenge when publicly available records confirm the existence of a challenge which is currently before the courts.

“Prima facie, therefore, any disposal by the liquidator which is confirmed by the High Court or the Master of the High Court is a lawful disposal. A party alleging that the liquidation procedures were influenced by an unlawful act or unlawful activities has to make the claim formally in court and establish the basis for any allegation he or she may make.

It has been suggested in another opinion on the matter that Section 10 of the Prevention of Corruption Act [Chapter 9:16] divests Muponda of any locus standi. This is not correct. The issue was addressed by the Supreme Court in the case of MUTUMWA DZIVA MAWERE v THE MINISTER OFJUSTICE, LEGAL AND PARLIAMENTARY AFFAIRS, S.C. NO. 158 OF 2005. In that matter, an objection to locus standi was raised on the basis that Mutumwa Mawere was a specified person and could not, therefore, institute legal proceedings to challenge his specification or at all without the authority of the investigator. It was common cause that the prohibition was not absolute and could be cured by the authority of the investigator. Likewise, the obstacle faced by the directors of ENG can be cured by the authority of the investigator. ……….”

It is clear from the above that Mr Moyo was misinformed and his opinion was possibly fraudulently obtained. It is noteworthy to find out who misled him and what was the intention and motive for such misinformation. What was being hidden by the false impression that there was never a court case to challenge the transfer of shares? It is clear he gave an opinion which he would not have otherwise given had he been furnished with the full facts especially my founding affidavit for High Court Case HC -6244-04

Mr Moyo continues “……Consequently, Mr Muponda or Mr Watyoka, wherever they may be, can institute legal proceedings notwithstanding the specification. Decisions to the High Court to the contrary made before 11th September 2008 when the Supreme Court made its above finding are applicable only where the specified person proposes to use the resources of his estate in Zimbabwe. An additional basis raised by the Supreme Court is given on page 6 of the judgment where the Supreme Court pointed out that: “In addition, it is a moot issue whether he can be deprived of his constitutional right to challenge an administrative decision such as the above in a court of law to test its correctness. For example if such authority was refused by the investigator the appellant would have a right to appeal if it was unreasonably refused.”

Contrary to the above excerpts the illegal sale of the 309 million shares was challenged through various channels. Letters of complaint were sent to -
(1) the Register of the High court
(2) Liquidator
(3) Zimbabwe Stock Exchange
(4) Fidelity Stock Brokers
(5) Century Holdings Limited
This was followed up by a High Court application HC -6244-04 blocking the sale and or transfer of the 309 million Century/CFX Bank Shares. Its mind boggling that a Bank such as Interfin with the assistance of a lawyer of Mr Moyo’s standing would conduct a due diligence and fail to uncover the existence of such publicly available records which can even be obtained from the National Archives.

This behavior only serves to confirm that Mr Farai Rwodzi and Interfin Banking Corporation have something to hide that’s why they misled a leading lawyer without letting him review details of High Court Case HC-6244-04

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/muponda
Email: gilbert@gilbertmuponda.com . Skype ID: gilbert.Muponda
Twitter ; http://twitter.com/gmricapital
Phone: 1-416-841-5542

Sternford Moyo misled & manipulated by Farai Rwodzi and Interfin on ENG Capital – Part 2 of 5

Sternford Moyo misled & manipulated by Farai Rwodzi and Interfin on ENG Capital – Part 2 of 5
Respected lawyer Mr Sternford Moyo was duped by Interfin Banking Corporation into issuing a legal opinion which ignored material facts. In his opinion Mr Moyo suggests I never opposed the illegal sale and transfer of Century Bank to CFX Bank and Interfin Bank Zimbabwe.

In May 2004 through MY then lawyers Mr Oscar Ziweni I filed a court motion opposition the sale of Century Bank or any further disposal of ENG Capital shares. Instead of responding through normal court procedure the Authorities responded by specifying me, my lawyer and my Co-Director Nyasha Watyoka.

Clearly this was illegal and unacceptable because a person can not be specified without a hearing offering them a chance to present their side of facts. I was only specified as means to tie my “legal” hands and deny me any legal standing. However the specification does not legitimize the otherwise illegal and fraudulent seizure of Century Bank which was then renamed CFX Bank then Interfin Banking Corporation to hide the illegal and irregular seizure.

I have always maintained my 309 million Century Bank Holdings shares were fraudulently, illegally and irregularly converted into CFX shares (and) then into Interfin Bank Holdings shares. This is why I initiated High Court Case HC-6244-04 to nullify and void any attempts to sanitize this illegal and fraudulent actions.

The various rebranding attempts from Century Bank to CFX Bank to CFX/Interfin Banking Corporation clearly show there is a problem and are evidence of attempts to conceal and deceive on the initial fraudulent transfer of the Century Shares into CFX Bank then Intern Bank.

For that reason we have demanded to know the full identity of the individual or entity who initially “bought” the 309 million shares for which I am demanding US$15,4 million made up of the US$0.05 per share multiplied by 309 million shares.

Our legitimate claim to compensation of US$15,4 million for the 309 million shares is indisputable.

Farai Rwodzi and Interfin’s refusal to pay compensation is groundless and is absolutely not acceptable.Their legal opinion I can only assume was fraudulently obtained without letting Mr Sternford Moyo assess all the effects especially HC – 6244-04

My attorney, the late Mr Oscar Ziweni (RIP), was harassed, intimidated and arrested for defending me and specified for taking my brief and in the end I had no legal representation .At one point he was forced into hiding when threatened with detention on fabricated charges which were just meant to stop him from pushing HC-6244-04

I do not think Mr Sternford Moyo will accept that Lawyer should be specified,detained,arrested and harassed for assisting and defending clients.This behavior of intimidating lawyers is unacceptable anywhere in the world. I am shocked that Mr Moyo who is a former Chairman of the Zimbabwe Law Society does not actually come out to denounce such actions which were carried out by the people who were determined to loot ENG assets including Century Bank.

This is wrong and Mr Moyo with all due respect is being misled and his reputation may be exposed if he writes a Legal Opinion for individuals and entities like Interfin Banking Corporation who do not disclose all material facts.

At that time the tumultuous atmosphere that had gripped the nation and the political interference in the ENG saga, presented a clear and present danger to me and my family which left me with no choice but to leave the country in confidence to clear my name since we had already filed our court case HC 6244-04.

ENG Capital vs Farai Rwodzi & Interfin Bank Zimbabwe Dispute unpacked (Part 4 of 10

ENG Capital vs Farai Rwodzi & Interfin Bank Zimbabwe Dispute unpacked (Part 4 of 10)
Farai Rwodzi and Interfin Bank clearly have no answer to the fact that they irregularly and illegally grabbed Century /CFX Bank but avoidance, pretentiousness and pretense .Given that High Court case HC-6244-04 is still before the courts it is a puzzling mystery that Farai Rwodzi and Interfin Bank even had enough guts to go and convince a respectable lawyer such as Mr Sternford Moyo to provide a legal opinion based on incomplete facts. This is shocking for a Banker to go and mislead a respectable senior lawyer of Mr Moyo’s experience and stature.
Having reviewed Mr Sternford Moyo’s Opinion which appeared on NEHANDARADIO.COM it is clear Mr Moyo was not well briefed and his reputation is being abused by individuals who are determined to conceal their shaddy deals by asking him to provide an opinion that he would otherwise not provide should he review all facts especially my affidavit for High Court Case HC -6244-04.Mr Moyo has been made to believe that the sale of the shares was never challenged.
However this is false and misleading because right now High Court Case HC-6244-04 filed by my then lawyer Mr Oscar Ziweni in May 2004 is still pending as such Mr Moyo can not state that the sale of the shares was never challenged.
Mr Sternford Moyo is one of Zimbabwe’s most respected and senior lawyers and it is clear he only provided an opinion based on incomplete and in-accurate facts provided by Farai Rwodzi and Interfin Bank. I remain convinced that should Mr Sternford Moyo review High Court Case 6244-04 he will undoubtedly revise his legal opinion and advise Farai Rwodzi correctly that the take over of Century /CFX Bank was null and void in addition to being illegal and irregular.
Due diligence basically means using common sense, doing your homework and thinking things through before investing time and money in an opportunity.
In business transactions, the due diligence process varies for different types of companies. The relevant areas of concern may include the financial, legal, labor, tax, IT, environment and market/commercial situation of the company. Other areas include intellectual property, real and personal property, insurance and liability coverage, debt instrument review, employee benefits and labor matters, immigration, and international transactions
Below is an extract from - Diligence long overdue - conducting prudent due diligence May, 1999 by Lawrence G. Graev. It clearly outlines some of the dangers of doing transactions without proper due diligence

“The rush to join in today's frenzy of M&A transactions has some companies viewing due diligence as a necessary evil - and giving the process short shrift. Yet, cutting corners can destroy a merger, thwart strategic gains from the deal, and plunge a company into costly, distracting, and potentially ruinous litigation.
As a young associate at a large law firm working on one of my first M&A transactions, I was shocked to see how our client, a sophisticated merchant banking firm, pushed on all the professionals to "get the deal done." About three months after the closing, I was asked to share my recollections of the deal with a senior litigation partner of the law' firm, who told me that our client had discovered an "inventory problem" at the acquired company. I subsequently learned that the "inventory problem" involved finding out that a significant number of paint cans - the company was a manufacturer of paint - in finished goods inventory contained water instead of paint.
Even as a young associate, it seemed to me that this "problem" could have been identified prior to the closing with some prudent due diligence and coordination with the various accounting firms involved in the transaction. My experience since then suggests that in all too many M&A situations due diligence is viewed more as a necessary evil than as an integral - and potentially beneficial - part of the process.
The 1997 merger of HFS with CUC International to form Cendant Corp., for example, was announced with great hoopla. However, as a result of CUC's inadequate financial controls, Cendant was forced to report that net income had been inflated by $500 million over three years.
Earlier this year, Michael Ovitz, the former president of Walt Disney Co., invested $20 million to take control of Livent. It was only after this expenditure that Ovitz and his associates apparently discovered accounting irregularities in the company's records that contributed to Livent's bankruptcy filing and the possible loss of Ovitz's investment.
These cases are unusual in that fraud was, or may have been, involved. More typical situations involve pre-existing environmental conditions, tax liabilities, litigation, and agreements that can stifle a company's strategy for a deal because they bar it from acting in an intended manner, or impose a hidden cost. In a mammoth deal, such as the $75 billion Exxon/Mobil merger, there are thousands, or tens of thousands, of commitments and agreements. There are dozens of environmental risks related to production, refining, and distribution that should be checked. There are existing lawsuits, some with and some without merit, that need analysis.
Until these have been examined, Lee Raymond of Exxon and Lucio Noto of Mobil can't know whether Exxon/Mobil can achieve the intended cost savings of $2.8 billion annually and whether Exxon/Mobil can actually reduce its work force by 7.3 percent, or 9,000 jobs. The companies can't even know whether their cultures will mesh synergistically or clash and prevent bold action. Such was the case, for example, at Pharmacia & Upjohn, until a new CEO, Fred Hassan, put a stop to arguments between Swedish and American employees of the merged companies.
Due diligence is risk management. Risk management calls for judgment and analysis. The trade-off in a merger or acquisition is how much risk a CEO is prepared to assume in closing a deal versus the risk of not getting a deal done. There is no easy answer, but far too often the urge to "close" a deal can fog judgment and lead to unnecessary risk assumptions.
Although the cost of due diligence is one hurdle, the psychological capital already invested by the CEO and management group in the deal can be an even greater obstacle. The seller emphasizes its desire for the quick development of an operational and financial structure that will lead to the speedy completion of the sale. Because of the time and effort expended to effect the merger or acquisition, not-too-subtle pressure, often from major investors, is placed on anyone or anything endangering its fruition - including due diligence.
But this pressure must be overcome if the CEO is to be successful in his or her M&A activity. Since the margin of error for survival in M&As is thin - and getting thinner - due diligence should start even before negotiations are underway. What's more, beginning the process early on could head off a long, costly effort to unwind a transaction that should never have been entered into in the first place.
Ideally, good-faith negotiations between lawyers for the two parties should take place at every step along the way. And for the buyer's lawyers to be able to negotiate most efficiently - on the purchase price, on the structure of the transaction, on the allocation of risk between the parties for liabilities and other contingencies, and on other significant terms - a vast store of data ought to be forthcoming from due diligence. That data will eventually be the basis for both the purchase agreement and the closing documents.”
These are general guidelines that Investors need to follow to ensure that they do not invest in encumbered assets with hidden or contigent liabilities. Mr Farai Rwodzi and Interfin Bank Zimbabwe did not do a proper due diligence. In addition they have gone further by misleading a leading lawyer to issue a legal opinion based on incomplete and false facts.
This behavior only serves to confirm that Mr Farai Rwodzi and Interfin Banking Corporation have something to hide that’s why they misled a leading lawyer without letting him review details of High Court Case HC-6244-04

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/muponda
Email: gilbert@gilbertmuponda.com . Skype ID: gilbert.Muponda
Twitter ; http://twitter.com/gmricapital
Phone: 1-416-841-5542

ENG Capital vs Farai Rwodzi & Interfin Bank Zimbabwe Dispute unpacked (Part 2 of 10)

Since the dispute between Farai Rwodzi of Interfin Bank Holdings Zimbabwe and myself erupted after the corrupt, illegal and irregular takeover of Century/CFX Bank by Farai Rwodzi and Interfin Bank Zimbabwe it has become clear that Farai Rwodzi, Interfin Banking Corporation and its shareholders and Directors ignored basic corporate finance rules of engagement that of conducting an enhanced due diligence before you make an acquistion or major investment in another entity.

If Farai Rwodzi and Interfin Banking Corporation had done an enhanced due diligence on Century /CFX Bank they would have discovered that Century/CFX Bank was already a disputed asset and an intense ownership battle was already under way with ENG Capital seeking the reversal of the criminal and fraudulent transfer of its 309 million shares in Century /CFX Bank under HIGH COURT OF Zimbabwe case HC -6244-04.

Such litigation automatically alerts would be investors to stay clear or get involved but set aside contigent liability payment plan.

Interfin Bank Zimbabwe and Farai Rwodzi should have closely looked at the following areas which are basic areas defined by common source freely available internet resources that guide would be investors.

Under High Court Case HC -6244-04 it is very clear that the sale and transfer of the 309 million shares in Century /CFX Bank is contested and the case is still before the courts.

Under such circumstances it is clear any independent legal advisor would have issued a Qualified legal opinion highlighting the potential payments to be made which would increase the cost of acquisition if not stop the acquisition.

Below are some direct areas that Interfin should have paid close attention to during the Due diligence process if ever there was one.
“II. FINANCIAL INFORMATION
A. Financial Statements
1. Consolidated financial statements for all years and interim periods subsequent to the most recent fiscal year end
2. Monthly income statements for most recent 12 months
3. Internal financial (profit and loss, capital expenditures, etc.) projections, and all supporting information
4. Most recent business plan

5. List of any off-balance sheet liabilities not appearing in most recent financial statements (including the notes thereto)
6. Auditors reports ("management letters") and management responses
7. Summary of accounting policies to the extent not disclosed in financial statements
B. Tax Materials
1. Federal, state and municipal returns
2. Description of and documentation relating to any pending issues with tax authorities
3. Tax basis of assets of the Company and of capital stock and assets of its subsidiaries
4. Tax sharing or indemnity agreements

5. Closing letters and closing agreements, appeals reports, tax litigation status, Internal Revenue Service ("IRS") rulings and technical advice memoranda, and any other material IRS documents and tax assessments documents
C. Indebtedness
1. All instruments evidencing debt obligations or lines of credit and all agreements and material correspondence relating thereto
2. Any other actual or contingent indebtedness (e.g., loan guarantees, letters of credit, banker's acceptances, swaps) not reflected in most recent financial statements and all agreements and material correspondence relating thereto
3. List of existing key financing institutions
D. Miscellaneous
1. Schedule of current notes payable/receivable, intercompany advances and description of cash management system
2. Description and listing of current reserves
3. Description of revenue/cost recognition policies
4. Breakdown of selling, distribution, marketing and administrative expenses
5. Explanation of foreign exchange accounting policies, if any
6. Information regarding any indebtedness to the Company or any of its subsidiaries of directors and senior officers
7. Cost of sales breakdown
III. EMPLOYEE MATERIALS
A. Agreements
1. Employment agreements (including, but not limited to, contracts with management personnel or entities affiliated with management personnel)
2. Collective bargaining agreements
3. Consulting agreements
4. Employee handbooks, summaries, guidelines and bulletins
5. Schedules of salaried and hourly employees showing their current compensation rates and breaking out employees by:
a. Geographic location
b. Function
c. Age
d. Years with company
e. Union vs. non-union
f. Participation in employee benefit plans
g. Part-time vs. full-time
6. Description of labor disputes, requests for arbitration or mediation, grievance proceedings, etc.
7. Description of negotiations with any unit or group seeking to become the bargaining unit for employees
8. Employee turnover, absentee history and severance policy
9. Description of any union representation elections
B. Benefit Plans
1. Any pension, supplemental pension, retirement, post-retirement, stock option, severance, incentive, profit-sharing, executive compensation, bonus and other employee benefit plans (and any related trust agreements and insurance or annuity contracts), including information regarding employer stock held thereunder, a schedule of plan assets, a detailed description of the plan (including structure, etc.) and a list of trustees
2. Audit and actuarial studies and reports including summary plan descriptions, annual returns and ZIMRA and other tax filings, NSSA pension and retirement plans and details of any accrued liabilities not reflected therein
3. List of any asset transfers or other withdrawals, partial wind-ups or contribution holidays with respect to all pension plans”


These are general guidelines that Investors need to follow to ensure that they do not invest in encumbered assets with hidden or contigent liabilities.

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/muponda
Email: gilbert@gilbertmuponda.com . Skype ID: gilbert.Muponda
Twitter ; http://twitter.com/gmricapital
Phone: 1-416-841-5542

ENG Capital vs Farai Rwodzi & Interfin Bank Zimbabwe Dispute unpacked (Part 1 of 10)

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