In 2005, VOC Spares Liaison Officer Dick Wheeldon described VOCSC Ltd turnover as “the best ever”, with monthly sales reportedly averaging £18,000. At the 119th GCM of the Vincent HRD Owners Club on 11.9.2005, the Executive Committee was asked how much of the projected turnover that year of £220,000 would be turned back into stock and members were told that most of this income would be reinvested in stock.
At this point, former VOC Membership Secretary Rod Hornsby pointed out an anomaly, suggesting that this meant that the VOCSC Ltd would actually show a loss over the previous twelve years. Tim Kirker of the VOC EC responded by saying that this was an issue not worth pursuing before telling the assembly that VOCSC Ltd shares had dropped in value. The previous month, club member John Smith-Daye FCA had proposed the following agenda items for the club’s General Committee Meeting in September 2005.
- That the full financial statements of the VOCSC Ltd be formally made available to, reviewed by and commented on by, the Treasurer of the VOC as the appointed financial officer of the Club, at the earliest possible time they are available and in any case prior to recommendation by the EC for the adoption or otherwise at the Company’s Annual General Meeting.
- In the light of comments made at the VOCSC Ltd AGM in April 2005 by Mr G Spence as Chairman of the Company suggesting that stock had not been correctly valued for accounts purposes for a number of years, that the VOC as a majority shareholder suggest that he stands down as Chairman of the Company.
If the Vincent HRD Owners Club was a majority shareholder in the VOC Spares Company Ltd in 2005, this is no longer the case. The VOC currently holds 26,622 of the 58.747 Ordinary Shares in the possession of just over 800 VOCSC shareholders. A total of 766 shares are listed as held by fifteen VOC sections or their representatives in the UK, USA and Canada.
As a professional accountant, Mr Smith-Daye was concerned by an article published in the VOC monthly journal MPH which stated that the the 2003/2004 accounts of the VOC Spares Company Ltd included a £49,000 stock adjustment but that nobody should worry as it was only a “paper adjustment”. The article was written by George Spence, the Chairman of the Board of Directors of the VOCSC Ltd and a member of the VOC’s Executive Committee. Mr Smith-Daye’s concerns were not resolved after attending that year’s VOCSC Ltd Annual General Meeting.
The then Treasurer of the VOC, Roy Huxley, an accountant and auditor, had also expressed concerns about the VOCSC Ltd’s accounts, stating that he had been refused access to the full accounts by Tim Kirker and George Spence. Mr Huxley wrote to MPH but his letter was not published by the then Editor, Robert Watson, also a member of the club’s Executive Committee. In other words, the dissenting views and opinions of one of the Vincent HRD Owners Club executives, the Treasurer nonetheless, were suppressed and withheld from the club’s membership.
The auditors who did sign the 2003/2004 VOCSC Ltd accounts off subsequently agreed that their audit was not correctly carried out and refunded the fees they had received, thereby vindicating the concerns of two professional accountants regarding that year’s accounts and calling into question the motives of VOC executives who prevented the club’s Treasurer from doing his job, pushed to have the accounts approved and tried to gag anyone raising objections.
This was not the first time questions had been raised about the VOCSC Ltd accounts and nor would it be the last. As Mr Smith-Daye pointed out, “Section 226 of The Companies Act 1985 requires company directors to produce annual accounts that give a true and fair view of the state of the company (the balance sheet) and of it’s results for the year (the profit and loss account).” By preparing accounts with significantly incorrect stock values, the directors of the VOCSC Ltd had breached this duty.
Previous problems included the reporting of inflated profits based on incorrect stock figures in contravention of Section 221 of The Companies Act 1985. Section 221 requires that accurate records of stock held by a company be submitted at the end of each financial year. This duty had also been breached, calling into question the declared value of VOCSC Ltd shares.
