Minutes of Crane Bank board meetings were regularly forged and loans worth millions of dollars approved without conducting proper due diligence leading to a pool of non-performing loans that expedited the collapse of the third largest financial institution in Uganda – a new investigation has revealed.
Bank of Uganda took over Crane Bank in 2016 on grounds of insolvency.
Forensic audits conducted by reputable international firms later unearthed unprecedented levels of shareholder irregularities, fraudulent transfer of land titles, accounting misstatements, cash extractions through fraudulent IT payments, embezzlement, money laundering, influence peddling and nepotism among other crimes.
But the most striking discovery of forensic experts is the forgery of minutes to mislead the regulator.
In a newly updated audit report seen by ChimpReports, PWC auditors say “some of the board minutes appear to not have taken place, but the minutes of the meetings were prepared maybe for presentation to external evaluators.”
The board comprised Joseph Biribonwa as the chairman since 2009; Sudhir Ruparelia as Vice Chairman.
The directors who sat on the board were Jyotsna Ruparelia, Tom Mugenga, Rasiklal Kantaria, Alex Rezida, PK Gupta (Deputy MD), Syed Anywar (operations) and Vivek Sharma (Executive Director, Finance).
The auditors gave an example of a ‘board meeting’ of September 18, 2015 which Crane Bank say took place whereas not.
“The company secretary, however, prepared the minutes, which were read in the board’s subsequent meeting on September 27, 2015,” the new PWC report revealed.
“Our review of the minutes prior January 2015 reveal errors in the capture of records indicating that they were either duplicated or they were made up minutes of meetings that did not take place.”
At the meeting of September 18, 2015, Mr Azim Tharani is detailed as making contributions to the meeting, but is not listed in the list of attendees while in board meeting of April 15, 2016, the chairman is recorded welcoming an invitee who is not listed among the participants.
The report also shows that Mr Kantaria is listed as having attended the board meeting of September 28, 2016. Yet, he did not attend the meeting.
As if this was not scary enough, board members were not adequately prepared for meetings as the board pack would be shared during not prior as expected by the Financial Institutions Act (FIA).
The findings will reinforce claims that Crane Bank was deeply mismanaged to an extent that a cash bailout from the Bank of Uganda would not have salvaged it.
The board is mandated to uphold the statutory responsibilities required by financial institutions and ensure the bank is run properly.
However, at the time of collapse, Crane Bank had a ‘hole’ of over Shs 400bn which compelled BoU to inject the funds to meet the liquidity obligations to customers.
The only money Crane Bank had was in fixed deposits hence lack of liquidity.
With Sudhir investing heavily in real estate hence possibly explaining his failure to raise funds to capitalize the bank, any delay by BoU would have led to catastrophic consequences for the financial sector.
‘Rubber stamp board’
The new discoveries show the bank’s rot started from the top before permeating through the lower structures of the institution.
“The board was largely used merely as a rubber stamp as we have seen cases where the board was only informed and then endorsed significant developments such as the appointment of executive directors and committing the bank into a line of credit with the European Investment Bank and aBi Finance Trust,” reads the audit report.
It also was discovered that the board would at times meet at Sudhir’s home.
“As per the board minutes, at least four board meetings were held in Dr Ruparelia’s home,” reads the report, adding, “This may point to an informality in the meetings as well as highlight the unlawful and unethical controlling role played by the Vice Chairman.”
Most importantly, research showed that only one board member out of five was assessed as ‘independent’. The chairman, Biribonwa, was found to have served for 15 years.
A study showed that Biribonwa “appeared not to be an independent director, contrary to the letter and spirit of FIA. While he has served as CBL board chairman for an extended period of 15 years, he is also indicated as being the chairman of Munyonyo Commonwealth Resort; a company associated with Dr Sudhir Ruparelia…”
Auditors say the weak board failed in its fiduciary duty to act in the bank’s best interest as they failed to promote arms-length relationships in the bank’s dealings with related parties and did not query transactions that deprived CBL of value to benefit some shareholders.
The report observed that failure to execute its mandate “allowed the systemic plunder of bank.”
As such, from the sampled loans reviewed, the bank’s loans committee “appeared to have approved most of the loans by circulations; in some cases issuing approval without considering whether all the prerequisite procedures had been passed.”
For instance, the loans committee approved the loan logic on December 31 2015 through circulation; a week after the loan had been disbursed but the valuation report for the loan was received five months later.
“We noted that this was the case in loans that had significant exposure to the bank such as Aureco. Aureco received loans totaling Shs 24.9bn eight days after it was incorporated.”
The auditors recommended prosecution for Sudhir and fellow directors.