Engagement date
Disclosed C&A Law engagement letter dated 20 October 2021 and accepted on behalf of AFRINIC on 25 October 2021.
Do not ratify This is your hard-earned money. This vote can be used to validate disputed authority and potentially unauthorised expenditure. AGMM: 25 June 2026
Open letter to AFRINIC members
Do not let a rushed vote cure missing authority.
Vote AGAINST Ordinary Resolutions III to VI. The issue is not only USD 3.29M in legal expenditure; it is your hard-earned member money, and whether AFRINIC had any lawful, transaction-specific authority to approve those engagements, invoices and payments.
Four immediate risks
These are the failure paths members must block before any financial-statement approval.
- Expenditure
- USD 3.29M legal spend from member-funded resources; USD 2.15M to C&A Law in 2022-2023 alone.
- Missing authority
- No disclosed lawful approval chain for each engagement, invoice and payment.
- Board vacuum
- AFRINIC had no continuously valid quorate Board from June 2022 to today.
- Retrospective cure
- Do not let your hard-earned money become ratification, waiver, release or cure.
This is member money, not an abstract line item.
The spending is extraordinary for a member-funded, not-for-profit Internet number registry. The urgent question is who had lawful authority to commit and spend members' hard-earned money.
Total disclosed legal expenditure, 2022-2025USD 3.29M
Paid to C&A Law in 2022 and 2023 aloneUSD 2.15M
2022 legal fees versus stated USD 140,000 legal budget8.9x
C&A Law stated hourly rate, excluding VAT and disbursementsUSD 1,000/h
C&A Law billing risk remains unquantified because the records are missing.
NRS does not say a combined USD 2,000/hour rate is proved. It says the disclosed engagement terms, two-lawyer availability and absence of invoices make the risk impossible for members to rule out.
Rate and extras
USD 1,000/hour, excluding 15% VAT and disbursements such as travel, research, printing, communications, searches, couriers and expert opinions.
Two-lawyer issue
The disclosed terms say at least two C&A Law members would remain available with direct and continuous involvement, but do not explain whether concurrent work was billed once or separately.
What members still need
Who worked, how many hours, what rate, concurrent billing, disbursements, authorisers, payment approvers, matters and outcomes.
Core disclosure gap
The invoices and time records have not been disclosed. That absence of disclosure is precisely the problem.
Member decision rule
Without those records, members cannot responsibly approve the financial statements or the underlying legal expenditure.
The approval chain must be proved transaction by transaction.
AFRINIC lost its quorate Board in June 2022. The persons presented as directors after September 2025 have not established lawful authority merely through an election announcement or Companies Register filings.
Possible authority sources such as a pre-June 2022 delegation, CEO authority, a court order, Receiver power or Receiver instruction cannot be presumed. Each engagement, invoice and payment needs its own proof.
If no valid Board resolution, continuing delegation, CEO authority, court order or Receiver authorisation existed, the expenditure was not lawfully approved.
Authority timeline NRS relies on
The crisis depends on continuity: if authority broke, later accounting cannot supply what was missing when the money was committed or paid.
30 June 2022
Supreme Court interim order recorded, for purposes of that order, that AFRINIC did not have a Board of Directors in existence according to law.
June 2022 to September 2025
NRS cites court records, AFRINIC election materials and AFRINIC's consolidated annual report as support for absence of a quorate Board.
4 November 2022
The 2024 SCJ 473 reasoning is cited for the limit of old CEO-related legal authority after Eddy Kayihura ceased to be CEO.
18 September 2023
V2 states the Court of Civil Appeal proceedings recorded that after this date there would be no directors lawfully in office.
12 March 2026
AFRINIC is said to have acknowledged the Receiver remained pending formal discharge and proceedings challenged the current governance structure.
15 June 2026
AFRINIC's own court-case list is said to continue describing Receiver discharge and governance proceedings as ongoing.
The member vote must not be used as a legal cure.
Approval of the financial statements must not be represented as ratification, confirmation of reasonableness, waiver, release of liability, or cure for illegality existing when expenditure was incurred.
An audit opinion is not authority.
Audit addresses financial reporting. It does not prove lawful approval, budget compliance, reasonable price, procurement compliance, absence of conflicts, operational necessity, best interests or officer/director duty compliance.
This does not allege auditor misconduct merely because the accounts were audited. The objection is that audit cannot replace missing corporate authority.
Registrar filing is not judicial validation.
A filing records an asserted change. It is not conclusive proof of lawful appointment, valid election, valid quorum, continuing term, Receiver discharge or resolved litigation.
Section 141 cannot create a Board, replace quorum, terminate receivership, create AGMM-calling authority, or retrospectively approve years of expenditure.
Forensic investigation and disclosure demands
AFRINIC must publish the records first, then commission an independent forensic investigation with no connection to the former directors, Purported Board, Receiver, management, C&A Law, payment processors or conflicted public officials.
Every engagement letter and amendment
Every invoice, credit note, time sheet and narrative time entry
Fee earner identity, seniority and hourly rates
Disbursement records and supporting receipts
Payment ledgers, bank confirmations and bank mandates
Procurement and quotation records
Board resolutions and delegation-of-authority instruments
Budgets, expenditure ceilings and authority for exceeding them
Written Receiver instructions and relevant court orders
Audit Committee records, conflict declarations and approval correspondence
Case-by-case expenditure and outcome obtained from each legal engagement
The Purported Board has not established authority to call the AGMM.
Section 115 of the Mauritius Companies Act and Article 11.1 of AFRINIC's Bylaws require the Board to call the annual meeting. The 25 June notice says it was issued "By Order of the Board."
Until the Court validates or otherwise gives legal effect to the purportedly reconstituted Board, resolves governance challenges and discharges the Receiver, the Purported Board has not established authority to call an AGMM.
Registrar relationship conflict concern
Official public information identifies Mrs Prabha Divanandum Chinien as Registrar of Companies. Published reporting states she is the spouse of Mr Goinsamy Chinien, managing partner of C&A Law.
The reported relationship does not prove misconduct. The appearance of conflict requires disclosure, recusal, independent verification of filings, disclosure of communications and preservation of records.
These are the named people behind the authority problem.
AFRINIC announced eight persons as elected to its 2025 Board. They are presented here as the Purported Board because the authority of the post-election governance structure remains disputed. Members should know whose names are attached to the structure being asked to validate the accounts.
Authority riskReceiver
Gowtamsingh (Vikash) Dabee
Receiver / public professional profile
Public professional profile photo
Disputed authorityPurported Board
Abdelaziz Hilali
Purported Board Seat 1 / Northern Africa
AFRINIC Election 2025 public photo
Disputed authorityPurported Board
Emmanuel Adewale Adedokun
Purported Board Seat 2 / Western Africa
AFRINIC Election 2025 public photo
Disputed authorityPurported Board
Kaleem Ahmed Usmani
Purported Board Seat 3 / Indian Ocean
AFRINIC Election 2025 public photo
Disputed authorityPurported Board
Kayemba Laurent Ntumba
Purported Board Seat 4 / Central Africa
AFRINIC Election 2025 public photo
Disputed authorityPurported Board
Carla Sanderson
Purported Board Seat 5 / Southern Africa
AFRINIC Election 2025 public photo
Disputed authorityPurported Board
Fiona Asonga
Purported Board Seat 6 / Eastern Africa
AFRINIC Election 2025 public photo
Disputed authorityPurported Board
Benjamin Mark Roberts
Purported Board Seat 7 / Non-Regional
AFRINIC Election 2025 public photo
Disputed authorityPurported Board
Ajao Adewole David
Purported Board Seat 8 / Non-Regional
AFRINIC Election 2025 public photo This is not abstract governance. If the vote is used as retrospective approval of missing authority, members need a named public record of the Receiver and the eight persons presented as the Board.
Action required from AFRINIC members
Follow these operational instructions at the AGMM.
Vote against
Vote AGAINST Ordinary Resolutions III, IV, V and VI approving the 2022, 2023, 2024 and 2025 financial statements.
Demand postponement
Demand postponement until AFRINIC publishes complete legal-fee records and a lawful authorisation chain for every material engagement, invoice and payment.
Demand authority records
Demand every relevant Board resolution, delegation, expenditure approval, budget, bank mandate, Receiver instruction and court order.
Reject ratification
Reject any claim that approving the accounts retrospectively ratifies or cures expenditure that lacked authority when incurred or paid.
Demand forensic review
Demand an independent forensic investigation into authorisation, reasonableness and legality.
Object to Board authority
Formally object to the Purported Board's authority to call the 25 June AGMM.
Control the minutes
Require the objection and each member's vote to be recorded accurately in the official minutes.
Reserve rights
State expressly that attendance, participation or voting is not recognition, waiver, acceptance or ratification.
Member objective: create a clean objection record.
The vote is not the only output. The minutes must show that the member objected, rejected retrospective ratification, did not recognise the Purported Board, did not accept the meeting notice and did not waive any right.
The statement below is drafted for that record.
Statement to read into the record
Replace the bracketed member name before use, then read or email the full statement.
On behalf of [MEMBER NAME], I participate in this meeting under formal protest and without prejudice to all our rights.
We dispute the authority of the persons presented as AFRINIC's Board to call this AGMM.
AFRINIC had no quorate Board from June 2022 to September 2025. We do not accept that the persons subsequently presented as directors acquired lawful authority merely through an election announcement or filings made with the Registrar of Companies while the Receiver remained formally in office and the current governance structure remained subject to judicial proceedings.
AFRINIC has not produced a lawful, transaction-specific authorisation chain for the exceptional legal expenditure recorded in its 2022, 2023, 2024 and 2025 accounts.
We therefore vote against approval of the financial statements and demand complete disclosure and an independent forensic investigation.
Neither our attendance, participation nor vote may be treated as recognition of the Purported Board, acceptance of the validity of this meeting, waiver of any right, or retrospective ratification of any engagement, invoice, payment or other act that lacked lawful authority when undertaken.
Please record this objection verbatim in the official minutes.
Bottom line
This is your hard-earned money; do not let it be converted into retrospective approval.
A company without a lawfully constituted and quorate Board cannot manufacture Board approval.
A Companies Register entry is not judicial validation.
An audit opinion records expenditure. It does not establish authority, reasonableness or legality.
Members must not be used to retrospectively validate disputed authority and potentially unauthorised expenditure through a rushed vote.
Full source text
Open letter full text, with key points marked.
The full text is attached here for traceability. Highlights are part of the reading aid: red marks risk and warning points, blue marks member action, grey marks dates and resolutions, and amber marks authority-chain issues.
Meeting date AGMM: 25 June 2026
Vote instruction Vote AGAINST Ordinary Resolutions III to VI.
Money at risk USD 3.29M legal spend; USD 2.15M to C&A Law in 2022-2023 alone.
Authority issue No continuously valid quorate Board from June 2022 to the present.
Ratification risk Approval must not become waiver, release, ratification or cure.
Required remedy Publish records and commission an independent forensic investigation.
- Money
- Danger / warning
- Member action
- Resolution / law
- Date
- Authority chain
001
OPEN LETTER TO AFRINIC MEMBERS
002
24 June 2026
003
Subject: URGENT — Vote Against the 2022–2025 Financial Statements and Formally Object to the Purported Board’s Authority to Call the 25 June AGMM
004
Dear AFRINIC Member,
005
On 25 June 2026, AFRINIC members are being asked to approve the audited financial statements for the financial years 2022, 2023, 2024 and 2025 under Agenda Items 6.1.1 to 6.4.1 and Ordinary Resolutions III, IV, V and VI.
006
The Number Resource Society urges every voting member to:
007
vote AGAINST Ordinary Resolutions III, IV, V and VI;
008
formally object to the authority of the persons purporting to act as AFRINIC’s Board;
009
demand full disclosure of the authorisation chain behind AFRINIC’s legal expenditure; and
010
ensure that these objections are recorded verbatim in the minutes.
011
Members are being asked to approve accounts covering a period in which AFRINIC had no quorate Board and has not disclosed who possessed lawful authority to approve millions of dollars in legal expenditure.
012
The expenditure question and the Board-validity question cannot be separated.
013
1. AFRINIC’s accounts disclose exceptional and unexplained legal expenditure
014
AFRINIC’s own published financial disclosures record:
015
USD 1,250,527 in legal fees for 2022, including USD 1,083,750 paid to C&A Law;
016
USD 1,133,630 in legal fees for 2023, including USD 1,064,309 paid to C&A Law;
017
USD 27,322 in legal fees for 2024; and
018
USD 877,929 in legal costs for 2025.
019
This amounts to USD 3,289,408 in disclosed legal expenditure during 2022–2025, of which USD 2,148,059 was paid to C&A Law in 2022 and 2023 alone.
020
These are extraordinary amounts for a member-funded, not-for-profit Internet number registry.
021
The disclosed C&A Law engagement terms require full investigation
022
A publicly disclosed copy of a C&A Law engagement letter, dated 20 October 2021 and accepted on behalf of AFRINIC on 25 October 2021, provides for professional fees of USD 1,000 per hour, exclusive of 15% VAT and disbursements.
023
The letter also states that at least two members of C&A Law would remain available and have direct and continuous involvement in AFRINIC assignments. The permitted disbursements include travel, research, communications, searches, printing, couriers, expert opinions and other expenses, without a monetary ceiling stated in the disclosed letter.
024
The letter does not explain whether the work of two or more participating lawyers was billed once or separately.
025
If two professionals were separately billed at or by reference to the stated hourly rate, simultaneous work could have produced aggregate professional fees approaching USD 2,000 per hour, before VAT and disbursements.
026
NRS does not state that this combined rate has already been proved. The invoices and time records have not been disclosed. That absence of disclosure is precisely the problem.
027
Members cannot responsibly approve more than USD 2.1 million in payments to one law firm without knowing:
028
how many people worked on each matter;
029
how many hours each person billed;
030
the hourly rate applied to each person;
031
whether two or more people billed concurrently;
032
what disbursements were charged;
033
who authorised each invoice;
034
who authorised each payment;
035
which proceedings generated the expenditure; and
036
what result AFRINIC obtained from the expenditure.
037
2. AFRINIC has not established a lawful approval chain for the legal expenditure
038
The issue is not merely whether the fees were excessive.
039
The more fundamental question is:
040
Who possessed lawful corporate authority to approve these engagements, invoices and payments?
041
AFRINIC lost its quorate Board in June 2022
042
On 30 June 2022, the Supreme Court of Mauritius issued an interim order recording, for the purposes of that order, that AFRINIC did not have a Board of Directors in existence according to law. The order restrained reliance on a purported Board resolution and restrained the then CEO from acting as an ex officio director until a Board was reconstituted through an election.
043
AFRINIC’s own 2025 election materials subsequently stated that:
044
June 2022 was the last time AFRINIC had a quorate Board;
045
AFRINIC had no directors in place in May 2025; and
046
the absence of a functioning Board and CEO was a principal reason for the receivership.
047
AFRINIC’s consolidated annual report for 2022–2024 similarly acknowledges the absence of a quorate Board during the period from June 2022 to September 2025.
048
The Court of Civil Appeal provided further confirmation in African Network Information Centre (AFRINIC) Ltd v Cloud Innovation Ltd & Anor, 2024 SCJ 473. The proceedings recorded that AFRINIC had no quorate Board and that, after 18 September 2023, there would be no directors lawfully in office. The Court ultimately held that Benjamin Eshun lacked the necessary power or authority to cause an appeal to be lodged in AFRINIC’s name.
049
NRS’s position is that no valid Board has existed continuously from June 2022 to today
050
For the avoidance of doubt, NRS distinguishes between two periods:
051
June 2022 to September 2025: the absence of a quorate Board is supported by court records and AFRINIC’s own published admissions.
052
September 2025 to the present: it is NRS’s formal legal position that the persons presented as AFRINIC’s reconstituted Board have not acquired valid authority merely through an election announcement or filings made with the Registrar of Companies.
053
AFRINIC itself acknowledged on 12 March 2026 that:
054
the court-appointed Receiver remained in place pending his formal discharge;
055
proceedings had been brought seeking to invalidate the appointments of the persons elected in September 2025; and
056
judgment on the Receiver’s discharge application was still awaited.
057
AFRINIC’s own court-case list, last modified on 15 June 2026, continued to describe the Receiver’s discharge proceedings and multiple proceedings concerning the current governance structure as ongoing.
058
Accordingly, NRS’s formal position is that:
059
AFRINIC has had no continuously validly constituted Board from June 2022 to the present. The persons presently described as directors have not established the judicial validation and lawful authority required to act as AFRINIC’s Board.
060
An inquorate Board cannot approve expenditure
061
Article 15 of AFRINIC’s Bylaws provides that:
062
AFRINIC’s business and affairs are managed under the direction and supervision of the Board;
063
the Board determines the financial budget;
064
the Board establishes expenditure ceilings; and
065
the Board may delegate its powers to other persons for defined periods.
066
AFRINIC’s Bylaws define the Board as directors acting together in a number not less than the required quorum.
067
Once AFRINIC lost its Board quorum, no individual former director, officer, employee, Company Secretary, lawyer or adviser could simply substitute himself or herself for the Board.
068
No person could manufacture Board authority merely by:
069
continuing to appear in the Companies Register;
070
describing himself or herself as a director;
071
signing a document in AFRINIC’s name;
072
relying indefinitely on an expired office;
073
instructing lawyers without an existing mandate;
074
entering an invoice into AFRINIC’s accounts; or
075
causing a payment to be made.
076
Any purported approval issued by an inquorate Board, an expired director or a person falsely claiming Board authority was incapable of constituting lawful Board approval.
077
Any claimed alternative authority must be proved transaction by transaction
078
NRS recognises that, in the absence of a functioning Board, authority for a particular act might potentially have arisen from another lawful source, such as:
079
a valid delegation made by a quorate Board before June 2022;
080
authority vested in the CEO while that person lawfully remained in office;
081
an order of the Supreme Court;
082
a specific power conferred on the Receiver; or
083
a written instruction issued by the Receiver within the scope of his court-appointed mandate.
084
But such authority cannot be presumed.
085
It must be proved for every engagement, invoice and payment.
086
The 2024 SCJ 473 judgment demonstrates the importance of this distinction. The Court accepted that a Board resolution dated 23 August 2021 allowed then-CEO Eddy Kayihura to instruct legal representatives while he remained CEO. However, the Court held that Mr Kayihura ceased to be CEO on 4 November 2022. Because there was no CEO in March and September 2023, the lawyers concerned could not claim that the old Board resolution continued to authorise them to act for AFRINIC. The Court held that they lacked locus standi and that Mr Eshun lacked authority to cause the appeal to be lodged.
087
Therefore, a pre-June 2022 resolution may potentially explain certain instructions issued by an authorised CEO before 4 November 2022. It does not establish that:
088
every 2022 invoice was validly approved;
089
every payment was within an approved budget or expenditure ceiling;
090
the authority continued after the CEO left office;
091
the same authority covered new work in 2023 or 2024;
092
former directors could issue new instructions;
093
lawyers could appoint or authorise themselves;
094
the Receiver approved the expenditure; or
095
a later audit retrospectively supplied the missing authority.
096
AFRINIC must identify the authority for every material expense
097
For every legal engagement, invoice and payment recorded during 2022, 2023, 2024 and 2025, AFRINIC must disclose:
098
the date and amount of the engagement, invoice and payment;
099
the legal matter and work to which it related;
100
the identity of every person who authorised it;
101
the corporate or legal capacity in which that person purported to act;
102
the exact Board resolution or delegation relied upon;
103
the duration and scope of that delegation;
104
the applicable budget and expenditure ceiling;
105
the authority for exceeding any budget or ceiling;
106
any relevant court order;
107
any written approval or instruction from the Receiver;
108
the identity of the persons who instructed AFRINIC’s bank to release the funds;
109
the bank mandate under which they acted; and
110
whether the expenditure was disclosed to or reviewed by the Court, Receiver, Audit Committee or members.
111
For expenditure incurred before the receivership, AFRINIC must produce the valid corporate delegation or other authority relied upon.
112
For expenditure incurred during the receivership, AFRINIC must produce the Receiver’s written approval and demonstrate that the payment fell within the powers granted by the Court.
113
The mere fact that an invoice was:
114
issued;
115
paid;
116
entered into the accounts;
117
included in financial statements; or
118
subsequently audited
119
does not establish that it was lawfully authorised.
120
The legal consequence is clear
121
Where no valid Board resolution, continuing delegation, CEO authority, court order or Receiver authorisation existed, the expenditure was not lawfully approved.
122
Where an inquorate Board or an expired director purported to exercise Board approval powers, that purported approval could not constitute valid Board approval.
123
Until AFRINIC publishes the complete approval chain, members are entitled to treat the post-quorum legal expenditure as prima facie unauthorised and potentially unlawful.
124
AFRINIC must not use the 25 June 2026 member vote to convert the absence of contemporaneous authority into retrospective approval.
125
Approval of the financial statements must not be represented as:
126
ratification of an unauthorised engagement;
127
ratification of an unauthorised invoice or payment;
128
confirmation that the expenditure was reasonable;
129
confirmation that the expenditure was in AFRINIC’s interests;
130
waiver of any breach of duty;
131
release of any former director, officer or adviser from liability; or
132
a cure for any illegality existing when the expenditure was incurred.
133
3. An audit opinion does not establish legality or authority
134
An audit opinion addresses financial reporting. It does not, by itself, establish that every underlying engagement or payment was:
135
approved by a person with lawful authority;
136
within an authorised budget;
137
reasonably priced;
138
properly procured;
139
free from conflicts;
140
necessary for AFRINIC’s operations;
141
incurred in AFRINIC’s best interests; or
142
compliant with the duties of directors and officers.
143
NRS is not alleging misconduct by AFRINIC’s external auditors merely because they audited the accounts.
144
The objection is that an audit cannot replace the missing corporate authority or the members’ right to demand accountability.
145
The question is not simply whether money left AFRINIC’s bank account.
146
The question is whether anyone had lawful authority to commit and spend that money.
147
4. AFRINIC must commission an independent forensic investigation
148
Before the financial statements are approved, AFRINIC must publish:
149
every engagement letter and amendment;
150
every invoice and credit note;
151
complete time sheets and narrative time entries;
152
the identity and seniority of every fee earner;
153
hourly rates applied to each person;
154
disbursement records and supporting receipts;
155
payment ledgers and bank confirmations;
156
procurement and quotation records;
157
Board resolutions;
158
delegation-of-authority instruments;
159
budgets and expenditure ceilings;
160
written Receiver instructions;
161
relevant court orders;
162
Audit Committee records;
163
conflict declarations;
164
case-by-case expenditure;
165
the outcome obtained from each legal engagement; and
166
all correspondence concerning approval and payment.
167
An independent forensic investigation should determine whether the expenditure was:
168
lawfully authorised;
169
genuinely incurred;
170
supported by detailed and accurate work records;
171
reasonable in amount;
172
free from duplicate or excessive billing;
173
compliant with AFRINIC’s procurement and financial controls;
174
affected by undisclosed conflicts of interest;
175
incurred for a proper corporate purpose; and
176
consistent with the duties owed to AFRINIC.
177
The investigation must be conducted by persons with no connection to:
178
the former directors;
179
the current Purported Board;
180
the Receiver;
181
AFRINIC’s management or Company Secretary;
182
C&A Law or any other involved law firm;
183
persons who authorised or processed the payments; or
184
any public official whose independence could reasonably be questioned.
185
If the investigation finds evidence supporting allegations of fraudulent billing, misappropriation, corruption, false accounting, breach of fiduciary duty, conspiracy or any other criminal offence, that evidence must be referred to the competent authorities.
186
Any former director, officer, adviser, lawyer or service provider found responsible should be prosecuted or subjected to recovery proceedings in accordance with law.
187
NRS does not prejudge the criminal guilt of any particular individual. It demands that credible evidence be preserved, independently investigated and referred for prosecution where the applicable evidential threshold is met.
188
5. NRS disputes the authority of the Purported Board to call this AGMM
189
Section 115 of the Mauritius Companies Act provides that the Board of directors shall call an annual meeting. It also identifies consideration and adoption of the financial statements as business ordinarily transacted at that meeting.
190
Article 11.1 of AFRINIC’s Bylaws similarly provides that the Board shall call the Annual General Members’ Meeting.
191
The official notice for the 25 June meeting states that it was issued “By Order of the Board.”
192
NRS does not accept that the persons presently described as AFRINIC’s Board have established the authority required by section 115.
193
The Receiver went to Court in connection with the transition from the receivership and his formal discharge. AFRINIC’s own public records show that the Receiver continued to act pending formal discharge and that proceedings challenging the authority of the post-election governance structure remained ongoing.
194
NRS’s formal position is therefore:
195
Until the Court validates or otherwise gives legal effect to the purportedly reconstituted Board, formally resolves the continuing governance challenges and discharges the Receiver, the Purported Board has not established authority to call an AGMM under section 115.
196
The need for judicial orders concerning the Receiver’s discharge and AFRINIC’s post-election governance cannot be reconciled with the assertion that a filing with the Registrar had already and conclusively created an unquestionable Board.
197
6. Filing a document with the Registrar does not create the underlying mandate
198
Section 142 of the Companies Act requires the Board to deliver notice of a change in directors to the Registrar. The notice must specify the date of the change and ordinarily be filed within 28 days after the change occurs.
199
The statutory sequence matters:
200
a legally effective change must occur;
201
the company then notifies the Registrar of that change; and
202
the Registrar records the notification.
203
A filing is evidence that a change has been asserted. It is not conclusive judicial determination that:
204
the underlying appointment was lawful;
205
the election process was valid;
206
every condition of appointment was satisfied;
207
the appointee’s term continues;
208
a valid Board quorum exists;
209
the Receiver has been discharged; or
210
pending legal challenges have been resolved.
211
NRS recognises that section 141 states that acts of a director may remain valid despite a defective appointment or lack of qualification.
212
However, in NRS’s view, section 141 does not:
213
create a Board where none was lawfully constituted;
214
replace the quorum required by AFRINIC’s Bylaws;
215
make a Companies Register entry conclusive;
216
extend an expired term indefinitely;
217
terminate a court-ordered receivership;
218
create authority under section 115 to call an AGMM;
219
retrospectively approve years of expenditure; or
220
dispose of pending litigation concerning the identity and authority of AFRINIC’s governing body.
221
7. The Benjamin Eshun judgment prevents reliance on registration alone
222
AFRINIC’s own recent history demonstrates why an appearance in the Companies Register cannot be treated as conclusive proof of a valid and continuing directorship.
223
In 2024 SCJ 473, the Court held that Mr Benjamin Eshun lacked the necessary authority to cause an appeal to be lodged in AFRINIC’s name. The lawyers who purported to bring that appeal also lacked locus standi. The Court set aside the appeal and ordered the urgent reconstitution of AFRINIC’s Board.
224
The judgment demonstrates that:
225
describing oneself as a director does not create authority;
226
continuing to appear in formal records does not extend an expired mandate;
227
an expired director cannot exercise Board powers;
228
old legal instructions cannot be used indefinitely after the authorised officer leaves office; and
229
actions undertaken without a valid corporate mandate can be set aside.
230
The persons presently described as directors therefore cannot rely solely on Companies Register entries when AFRINIC’s own litigation history demonstrates that formal appearance is not conclusive proof of lawful authority.
231
The same standard must be applied consistently.
232
8. The Registrar relationship creates a serious appearance of conflict
233
Official public information identifies Mrs Prabha Divanandum Chinien as Mauritius’s Registrar of Companies.
234
Published reporting states that she is the spouse of Mr Goinsamy Chinien, identified as the managing partner of C&A Law.
235
NRS does not allege that the existence of this reported relationship, by itself, proves misconduct by either person.
236
However, the reported relationship creates at minimum a serious appearance of conflict where:
237
C&A Law received more than USD 2.1 million from AFRINIC during 2022 and 2023;
238
the authority of AFRINIC’s purported directors is disputed;
239
the Purported Board relies upon Companies Register entries as evidence of its status; and
240
the neutrality and independence of those records are therefore directly material.
241
NRS calls for:
242
complete disclosure of the relationship;
243
recusal from any administrative decision concerning contested AFRINIC directorship filings;
244
independent verification of all relevant filings;
245
disclosure of all communications concerning those filings; and
246
preservation of all related records.
247
A Companies Register entry cannot be treated as independent validation of the Purported Board while this apparent conflict remains unanswered.
248
Action required from AFRINIC members
249
NRS urges every AFRINIC member to take the following action:
250
Vote AGAINST Ordinary Resolutions III, IV, V and VI approving the 2022, 2023, 2024 and 2025 financial statements.
251
Demand that the financial resolutions be postponed until AFRINIC publishes the complete legal-fee records and the lawful authorisation chain for every material engagement, invoice and payment.
252
Demand production of every relevant Board resolution, delegation, expenditure approval, budget, bank mandate, Receiver instruction and court order.
253
Reject any suggestion that approval of the financial statements would retrospectively ratify or cure expenditure that lacked lawful authority when incurred or paid.
254
Demand an independent forensic investigation into the authorisation, reasonableness and legality of the expenditure.
255
Formally object to the authority of the Purported Board to call the 25 June AGMM.
256
Require the objection and each member’s vote to be recorded accurately in the official minutes.
257
State expressly that attendance, participation or voting does not constitute recognition of the Purported Board, acceptance of the meeting notice, waiver of any objection or ratification of any past expenditure.
258
Statement for members to read into the record
259
On behalf of [MEMBER NAME], I participate in this meeting under formal protest and without prejudice to all our rights.
260
We dispute the authority of the persons presented as AFRINIC’s Board to call this AGMM.
261
AFRINIC had no quorate Board from June 2022 to September 2025. We do not accept that the persons subsequently presented as directors acquired lawful authority merely through an election announcement or filings made with the Registrar of Companies while the Receiver remained formally in office and the current governance structure remained subject to judicial proceedings.
262
AFRINIC has not produced a lawful, transaction-specific authorisation chain for the exceptional legal expenditure recorded in its 2022, 2023, 2024 and 2025 accounts.
263
We therefore vote against approval of the financial statements and demand complete disclosure and an independent forensic investigation.
264
Neither our attendance, participation nor vote may be treated as recognition of the Purported Board, acceptance of the validity of this meeting, waiver of any right, or retrospective ratification of any engagement, invoice, payment or other act that lacked lawful authority when undertaken.
265
Please record this objection verbatim in the official minutes.
266
A company without a lawfully constituted and quorate Board cannot manufacture Board approval.
267
A Companies Register entry is not judicial validation.
268
An audit opinion records expenditure. It does not establish authority, reasonableness or legality.
269
Members must not be used to retrospectively validate disputed authority and potentially unauthorised expenditure through a rushed vote.
270
Yours faithfully,
271
Number Resource Society (NRS) 24 June 2026