The family of the late Victor Cohen, the founder of Waverley Blankets, now wants to institute a private prosecution on fraud charges against Waverley managing director Mr Aaron Vico after the State declined to prosecute citing lack of evidence.
The family has written to Prosecutor-General Mr Kumbirai Hodzi requesting a certificate to prosecute Mr Vico on allegations of fraudulently divesting the founder’s children of the bulk of their ownership of the company and taking over 80 percent of the shareholding.
Under Zimbabwean practice, almost all criminal prosecutions are undertaken by the State, but there is a provision for the Prosecutor-General to allow a private prosecution.
A private prosecution is a criminal proceeding initiated by an individual citizen or private organisation instead of a public prosecutor.
Mr Vico is being accused by Mr Cohen’s heirs of doctoring the company’s shareholding papers to exclude other shareholders following the death of Mr Cohen.
Though the family filed a criminal report of fraud last year, but after police investigations the State declined prosecution citing lack of evidence. The family alleges Mr Vico created new shares amounting to 80 percent of the company and alloted these to himself.
Now the family, through their lawyer, Mr Pepukai Mabundu, last week on Friday wrote to Mr Hodzi following the refusal by his office last year, to prosecute Vico on charges of fraud.
“We are kindly requesting that you issue a certificate nolle prosequi in terms of the affidavit statement,” said the family lawyer Mr Pepukai Mabundu in his letter dated August 28 attached to an affidavit by Ms Amanda Cohen.
In her affidavit, Amanda, representing the family stated that she is the complainant and one of the directors and shareholders of Waverley Plastics (Private) Limited.
She claimed that in terms of the company documents, Waverly Plastics shareholders are Debra Vico (33 percent), Amanda Cohen (33 percent), Belynda Halfon Nee Cohen (33 percent) and Stella Vicky Cohen (1 percent).
This brings the total number of shares allotted upon registration to 100 shares valued at US$1 each. The group, according to Amanda, are the only directors for Waverly Plastics in terms of the company’s CR14, one of the registration documents.
The company was registered with a normal share capital of 500 shares valued at US$1 each, but only 100 shares were issued.
However, Ms Cohen claimed to have discovered that there was a fraudulent CR2, another registration document, allegedly allotting the remaining 400 unissued shares, with 145 shares going to their late father and 255 shares allotted to Mr Vico, their nephew.
“Further shocking details which can be gleaned from the Registrar of Companies documents indicate that the accused (Vico) who is not a director on the CR14, went on to create a fraudulent CR2 using a fraudulent CR14 which was signed by Lynette Mutema as company secretary yet she is not the company secretary,” charged Amanda
Vico, she alleged, used the fraudulent CR2 document and forged letter to allot himself 400 shares and 80 percent ownership of the company.
This, she added, was done by allocating 145 shares to their father, who is not a shareholder or director in the company, using the CR2 form and further generating a letter donating all shares belonging to the late businessman to himself (Vico).
“I was prejudiced by accused’s actions because his fraudulent actions directly diluted the existing shareholder’s shares.
“This is true because each shareholder’s percentage ownership of Waverly Plastics is computed out of 100 shares that were lawfully issued.
In this regard, Amanda says Vico’s allegedly fraudulent CR2 in effect dilutes the shareholders’ shares and they are now to be computed out of 500 instead of 100. As such complainant who should own a 33 percent stake in Waverly Plastics risk losing 26 percent and remaining with 6,6 percent.
Though Mr Cohen was instrumental in the registration and management of Waverly Plastics, Amanda said, he did not subscribe to any shares in the company and he did not place his name in the CR14 of the company. As such, he was not a member (that is a shareholder or director) of the company, she said.
Mr Hodzi is yet to respond to the request.