Home' Trinidad and Tobago Guardian : August 17th 2014 Contents AUGUST 17 • 2014 www.guardian.co.tt SUNDAY BUSINESS GUARDIAN
NEWS | SBG3
Ahigh court judge on Friday
reserved her decision on an
application by the directors
of Trinidad Cement Ltd
(TCL) for an injunction pre-
venting the holding of a special (compulsory)
meeting of the shareholders of the cement
producer, which has been scheduled for
The judge said she would deliver her ruling
on Monday at 10am, one of the attorneys
involved in the case told the Sunday BG.
The shareholders called the special (com-
pulsory) meeting, which is due to be held
at the Radisson Hotel on Wrightson Road
In Port-of-Spain, for the purpose of remov-
ing six of TCL's nine directors. The share-
holders propose to replace the six direc-
tors---who include the the company's
chairman Andy Bhajan and its chief executive
Rollin Betrand---with seven directors.
Among the seven directors who the share-
holders are proposing should be elected to
serve on the TCL board are Alison Lewis,
the retired permanent secretary in the Min-
istry of Finance and Christ Dehring, the
former investment banker who is now a
senior executive of Cable & Wireless.
Among the shareholders who are sup-
porting the proposed board-level changes
at TCL are the National Insurance Board,
the Unit Trust Corporation and Cemex,
which at 20 per cent is the cement pro-
ducer's largest single shareholder.
Initially, the shareholders had the support
of 54.6 per cent of TCL's issued share capital,
but in advance of Tuesday's special (com-
pulsory) meeting they have been able to
garner the support of additional proxies,
which now places their support at over 66
per cent, sources close to the shareholders
TCL's attorneys argued in court on Friday
that if the special (compulsory) meeting is
allowed to proceed it would undermine and
violate the injunction that was granted by
a High Court judge in July 2013 that pre-
vented the holding of the company's annual
general meeting to report on its 2012 results.
In a notice posted on the website of the
Stock Exchange on Friday, TCL argued that
"any attempts to implement the meeting
would expose the relevant parties to con-
tempt of court."
The TCL directors also argue that if the
meeting goes on, there would be uncertainty
about the validity of the election of directors
at that meeting.
The directors argue, as well, that the cur-
rent management and board of the cement
producer have been responsible for the turn-
around of the company's fortunes and they
question why shareholders representing a
majority stake in the company want to
remove the turnaround team.
On Thursday, TCL issued its consolidated
interim financial report for the six month
period ending June 30, 2014, which revealed
that the company's after-tax profit had
declined by 55 per cent to $32 million from
$70.4 million in the first six months of 2013.
TCL experienced an 8 per cent increase
in its revenues for the six months to June,
but its Earnings before Interest, Taxes,
Depreciation and Non-recurring charge were
flat and its profit before tax was also flat.
The company increased the price of its
cement in the T&T market by 9 per cent
in July. TCL also produces cement at facilities
in Jamaica and in Barbados.
According to the group's half year report,
debt service (both principal and interest)
on its $2 billion debt is forecast to total $368
million in 2014, some $70 million more than
the company paid in 2013.
The financial report also discloses that
the backpay obligation imposed on TCL by
the Industrial Court for the 2009 to 2011
period amounted to $100 million.
"The group has appealed this decision in
its entirety and a stay of execution was
granted to October 13, 2014 when the subt-
snative case will bbe heard," said the results.
The Paris-based Organ-
ization for Economic
Cooperation and Develop-
ment (OECD) has rated St.
Lucia, Antigua and Bar-
buda, and Anguilla as
"partially compliant" with
international standards on
But it noted that the
British Overseas Territory
of Montserrat and St.
Kitts-Nevis were "largely
In reviewing the
exchange of information
practices through Phase 2
peer review reports in 10
jurisdictions, the OECD's
Global Forum on Trans-
parency and Exchange of
Information for Tax Pur-
poses said it allocated rat-
ings for compliance with
the individual elements of
the international standard,
as well as an overall rat-
ing.It said five jurisdictions
Antigua, Indonesia and St.
Lucia - received an overall
rating of "partially com-
The Global Forum also
said that four others -
Chile, the former Yugoslav
Republic of Macedonia,
Montserrat and St. Kitts-
Nevis - received an overall
rating of "largely compli-
, while Mexico was
rated as "compliant" with
Global Forum standards.
While there are legal
obligations for most enti-
ties to maintain ownership
information, the report
notes that compliance with
ownership obligations was
"not sufficiently moni-
tored" by the St. Lucian
authorities over the review
With the release of the
latest batch of reviews, the
OECD said the Global
Forum has now completed
143 peer reviews and
assigned compliance rat-
ings to 64 jurisdictions that
have undergone Phase 2
reviews. Additional peer
reviews will be completed
by the next plenary meet-
ing of the Global Forum,
in Germany in late October.
An attempt by Caribbean Airlines Limited
to prevent three more persons from suing for
personal injuries arising from the crash landing
of Caribbean Airlines Flight BW 523 in Guyana
three years ago, was denied by a US district
court judge Wednesday (August 13) in Brooklyn,
In a multi-district litigation, numerous
plaintiffs brought suit against defendant
Caribbean Airlines Limited for personal injuries
arising from the crash landing of Caribbean
Airlines Flight BW 523 in Guyana on July 30,
2011. Plaintiffs were traveling from Florida to
Georgetown, and while landing in Georgetown,
Flight BW 523 overshot the runway, and plain-
tiffs sustained personal injuries.
Caribbean Airlines brought a motion "to
dismiss" in several of the cases, asserting that
the Warsaw Convention governed those plain-
tiffs' claims and that the treaty's forum pro-
vision deprived the court of subject matter
On May 16, 2014, the court issued an "Opin-
ion and Order" holding that the Warsaw Con-
vention does not govern these claims because
Guyana is not a party to the Convention.
Accordingly, the court denied Caribbean Air-
line's motion to dismiss, and granted plaintiffs
leave to amend their complaints.
The caption of the opinion and order stated
that it applied to the claims of plaintiffs Rajen-
dra Persaud, 64, and Prampatie Persaud, 64,
from Florida; and Shanti Persaud, 34, and her
two children, ages 10 and 7, from Guyana.
Both plaintiffs Rajendra and Prampatie Per-
saud have since settled their claims against
Caribbean Airlines. The claims of Shanti Per-
saud and her two children, however, remain
Caribbean Airlines had requested that the
opinion and order be amended to apply as
well to three similarly situated plaintiffs Abdool
Latif, Maylene Persaud and Ernest Scott, whose
claims remain active.
At a conference before Magistrate Judge
Joan M Azrack on September 24, 2013, attor-
neys for the remaining three plaintiffs (Latif,
Maylene Persaud and Scott) consented to
inclusion in the then-pending motion to dis-
miss for lack of subject matter jurisdiction.
They were inadvertently omitted from the
caption in the May 16 opinion and order, and
the opinion and order was then amended to
apply to them.
On June 27, this year, Caribbean Airlines
requested that the court certify an "interlocu-
tory appeal" from the opinion and order's
ruling that the Warsaw Convention does not
govern plaintiffs' claims.
Under US law, US Code 1292, a district
court may certify an order for "interlocutory
appeal" if the court is "of the opinion that
such order involves a controlling question of
law as to which there is substantial ground
for difference of opinion and that an immediate
appeal from the order may materially advance
the ultimate termination of the litigation."
The Court of Appeals "may thereupon, in its
discretion, permit an appeal to be taken from
such order," the law says.
After outlining its reasons, US District Court
Judge Allyne R Ross ruled on August 13 that
Caribbean Airlines has not met its burden of
demonstrating that this case presents the
"exceptional circumstances" that justify inter-
locutory review, allowing plaintiffs Latif, May-
lene Persaud, and Scott to proceed with their
Three more in Guyana crash landing to sue CAL
Judge to rule on TCL
3 in region "partially
compliant" on tax
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