Failing to file an annual return is an issue of non-compliance to be dealt with by The Registries Integrity and Enforcement Team (RIET), part of the Companies Office. Its role is to ensure the integrity of the registers that are administered by the Companies Office, by proactively monitoring their use. RIET primarily acts by seeking compliance or preventing misuse but, where appropriate, it prosecutes offences on behalf of the Registrar of Companies – Mandy McDonald.
Why would a well-qualified company director(s) fail to file an annual return when for example he/she knows that his/her company owes money to the IRD and/or some other creditor(s)?
Is it because he/she naively hopes that the company debts will slip under the radar of the IRD/creditors and the Registrar will simply strike the company off the register before debts can be settled? It does make one wonder! Responsible directors aware that their company is insolvent are required by law to cease trading and call in a receiver or put the company into voluntary liquidation with shareholder support. This costs money and some company directors – seek to avoid their responsibilities because they have vested financial interests.
Consider the case study of …….
Aands Limited and Triton Distribution Limited, whose annual returns are now overdue (they were due in March 2014), are both directed by John Malcolm Carr, and are 100% owned by Velocity Partners Ltd, which is also directed and owned by him. Documents filed on the Companies office website since December 2012 for both Aands and Triton have all been submitted by banned director Stephen Peter Crow whose last residential address recorded on the Companies Office website on 25 April 2012, was 14/31 Greenlane East Road, Remuera, Auckland, 1050, New Zealand. This is the same residential address recorded for John Malcolm Carr on Companies Office records continuously from 29/06/06 to 03/12/10 (and also for his co-director of the company Carrlandazz Holdings Ltd – Daryl Ainsley for 2004 and 2005 – see below).
John M Carr IS clearly capable of filing an annual return AND doing so on time. On 22 March 2014 he is recorded as having filed the annual returns for Cornish Point Development Ltd and Cherokee Holdings Ltd which were due in March 2014. He is sole director and owner of the former and director of the second. company.
It is noteworthy that he failed to file an annual return for Carrlandazz Holdings Ltd due in 2008 and the one due in June 2013. This has come to the attention of the Registrar of Companies and as a result the following Notice has been posted on the Company Office website:
“This company is now overdue in its obligation to file an annual return. If the annual return is not filed immediately the Registrar will initiate action to remove the company from the register.
“The Registrar of Companies is satisfied that this company has ceased to carry on business and has initiated action to remove the company from the register. Public notice has been given and the objection period has lapsed. The Registrar will continue with the removal process.”
It would appear that Carrlandazz Holdings Ltd is being pursued by the IRD for unpaid tax, and perhaps by other creditors, and for this reason has not been struck off the register following publication of a Notice of (intended) removal by the Registrar.
John Malcolm Carr CPA (see photo – http://www.carr.co.nz/images/jmc.jpg), whose “residential address” is recorded as 289 Cornish Point Road, Cromwell, 9384, New Zealand, is founding co-director of the New-Zealand registered company Carrlandazz Holdings Ltd which is 50% owned by PJ Digital Ltd of which he is sole director and owner. Carrlandazz Holdings was incorporated on 19 July 2002, and since then purchased vast swathes of property in Cromwell and subsequently sold off 29 sections (listed below) for a considerable profit – of which the parent company PJ Digital – owned by John M Carr benefitted.
It is noteworthy that John Malcolm Carr was convicted under: Section 19 & 39 (6 charges) of the Financial Reporting Act 1993, for failing to submit financial statements relating to companies he directed and owned, [including PJ Digital Ltd]. He was sentenced on 15 October 2010 in the Auckland District Court on two charges to a fine of NZ$6,000 plus court costs of NZ$130 and convicted and discharged on four charges.
PJ Digital Ltd currently owns two properties in Auckland. One is a B & B accommodation unit on Waiheke Island (see: http://www.kiwistop.com/waiheke/) and the other is in Auckland – a tenanted 1950’s style four double bedroom home at 121 Howe Street, Freemans Bay, close to Beresford Street, Central – (CT-64951; Legal description UNIT F AUS 7-8, 15-16 UP 316646).
Daryl Ainsley of Cromwell is co-director with John M Carr CPA of Carrlandazz Holdings Ltd (Ainsley owns 50% of the shares and PJ Digital Ltd owns the other 50%). As noted above, Carrlandazz Holdings directors filed no Annual Return for the tax year 2008. Its 2007 Annual Return was not filed until 16/09/08 and only done so by directors after an objection was apparently raised by IRD against removal of the company from the register, on the basis of unpaid company tax.
The registered office for Carrlandazz Holdings Unit 13, 33-35 Apollo Drive, Mairangi Bay, Auckland. Mr Ainsley who holds 1,000 shares in Carrlandazz Holdings, is recorded as currently residing at 10 Roberts Drive, Cromwell, Central Otago, on Companies Office records.
The 29 Properties previously owned by Carrlandazz Holdings Ltd, and sold off are:
The Mall, Cromwell – 1 title
Gair Avenue, Cromwell 9 titles
Alexander Lane, Cromwell. 4 titles
Sunhaven Cove, Cromwell. 2 titles
Madison Lane, Cromwell. 3 titles.
Cemetery Road, Cromwell. 2 titles
Ray Street. 1 title
Waenga Drive, Cromwell. 4 titles
Chardonnay Street, Cromwell. 1 title
Towan Place, Cromwell. 1 title
16 Ortive Street, Cromwell. 1 title.
The Registries Integrity and Enforcement Team (RIET) plays a key role in ensuring transparency in relation to company records.
For further background see: http://www.spcs.org.nz/wp-admin/post.php?post=967&action=edit
For details (selling prices, land areas, contact details) on Central Otago properties marketed by John Carr from 206-2007 see: