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COMPANIES TRIBUNAL

REPUBLIC OF SOUTH AFRICA

                                                                                                                 Case no CTO17OCT2015

In the  Ex parte application of                                                                              

KOSE KOSE INVESTMENTS                                                                                                Applicant

2008/003552/06

 

Presiding Member of the  Tribunal:    Lucia Glass

DECISION (Reasons and Order)

Introduction

1)  Applicant applies  to the Companies Tribunal  in terms of  61(7)(b) of the Companies Act 71 of 2008 (the Act) for  an extension of the date of  its  Annual General Meeting of Shareholders (AGM) of the 20th May 2015 to the 19th February 2016.   The Applicant also applies for a condonation of time  of  its  late application for extension of the date of the AGM.

Preliminary Issues

2)  The Deponent to the Applicant's papers is  Anniruth Kissoonduth  who  avers that he is the Chairman of the Board of directors of the applicant which is  a public company.

3) Before  I  proceed to weigh up the evidence for the application  for the extension of time for the AGM,  I will deal with the application  for condonation of time in filing this application before me. I see no reason for not granting it, and I hereby grant the condonation application for filing these papers. 

Facts

4) It is  averred  that the main reason for the annual general meeting not being held on time was that the applicant terminated the management agreement with its manager Virtus Financial Services (Pty) Ltd, during March 2014.

5) Furthermore that the termination of the management agreement with Virtues had the following impact on  the Applicant;

5.1 the accuracy of the share register of the Applicant needed to be verified

5.2 the financial records and all other information handed over needed to be audited and verified by the Applicant

5.3 the Board of the Applicant needed  to investigate the legal disputes between Virtus and the SEI companies whose operations were also managed by Virtus.

Applicable Law

6) The application is made in terms of Section 61(7) which provides that;

a public company must convene an annual general meeting of its shareholders

(a) initially, no more than 18 months after the company's date of incorporation  and

(b) thereafter, once in every calendar year, but no more than 15 months after the date of the previous annual general meeting, or within an extended time allowed by the Companies Tribunal, on good cause shown.

Evaluation

 7)  Considering and weighing up the   reasons for not holding the AGM within the prescribed period, and the reason for  application for  an extension of time to  hold its AGM,  it appears to me that the delay in holding the AGM benefitted the shareholders, (verifying of the accuracy of the share register and the  handing over of all financial records and all other information  to be audited and verified). 

8)  Moreover  the   shareholders or stakeholders suffered no prejudice, from the Applicant's  delaying the AGM and applying for an extended time to hold its AGM.

9) Finding  

 After weighing up the relevant Sections of the Act pertaining to this application, I am convinced that the applicant has shown good cause in terms of the Act, for me to allow and  grant the Applicant  an extended time  to hold its AGM.

ORDER

The application is granted as prayed and the Annual General Meeting of Shareholders is extended  to the 19th February 2016.

 

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LUCIA GLASS 

MEMBER OF COMPANIES TRIBUNAL OF SOUTH AFRICA

Dated this 21st November  2015

 

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