SAFLII Note: Certain personal/private details of parties or witnesses have been redacted from this document in compliance with the law and SAFLII Policy	

THE COMPANIES TRIBUNAL OF SOUTH AFRICA
                                                                                        CASE NO: CT009Jul2015
In the matter regarding:
Zhou’s Enterprise International Trade (Proprietary) Limited  (Registration number: 1999/016588/07)
And
African Belting and Conveyors (Proprietary) Limited (Registration number: 2011/141141/07) 
Michael Ian Henningsen  (ID: [5......])                                                  	                  Applicant

First Respondent
Second Respondent

Coram: S. Gounden
Decision handed down on 17 December 2015

DECISION
___________________________________________________________________
INTRODUCTION
[1]	The Applicant applies in terms of section 61(11) (b) of the Companies Act 71 of 2008  (“Act” / “Companies Act”) for an administrative order for convening a shareholders meeting.
BACKGROUND 
[2]	The Applicant is a private company, which has a 51% shareholding in the First Respondent. The sole director of the First Respondent is the Second Respondent, who is also the 49% shareholder of the First Respondent.
[3]	The Applicant filed an application stated above, as prescribed by regulation 142 (1) (a), together with a supporting affidavit as required by regulation 142 (1) (b). Mr. Hon Pan Cheung has signed the affidavit and was duly authorised to act for and on behalf of the Applicant. 
[4]	The Applicant made numerous attempts to hold a shareholders meeting and was unsuccessful due to inter alia the unavailability of the Second Respondent.
ISSUES
[5]    A resolution of the Board of the Applicant dated 26 April 2015 authorizing Hon Pan Cheung to act for and on behalf of the Applicant was included in the application. 
[6]	The Applicant requests that the Companies Tribunal issues an administrative order for shareholders meeting to be convened.
APPLICABLE LAW
[7]	The jurisdiction of the Companies Tribunal is stated in section 61 of the Act and is as follows:
“(11) If a company is unable to convene a meeting as required in terms of this section because it has no directors, or because all of its directors are incapacitated –
(a)	any other person authorised by the company’s Memorandum of Incorporation may convene the meeting; or
(b)	if no person has been authorised as contemplated in paragraph (a), the Companies Tribunal, on a request by any shareholder, may issue an administrative order for a shareholders meeting to be convened on a date, and subject to any terms, that the Tribunal considers appropriate in the circumstances.”	

EVALUATION
[8]	The Applicant has loaned the First Respondent, which at 28 February 2014 amounted to R510 511 and the Applicant has supplied goods to the value of R1 236 128.
[9]  The Applicant requires the financial statements to be presented at a shareholders meeting in order assess whether the First Respondent has the resources to repay its debts.
[10]     A shareholders meeting was convened by the Applicant on the 19 December 2014 in order to appoint new Directors. However, the Second Respondent did not attend.
[11]    The attorneys of the Second Respondent wrote to the Applicant stating that the Second Respondent is incapacitated due to ill health.
FINDINGS
[12] 	The Applicant has shown good cause for the Companies Tribunal to grant its request. 
ORDER
 [13]	The application for an administrative order for a shareholders meeting to be convened has been granted / allowed, subject to the following terms:
•	at a date, time and venue to be agreed by all parties. However, such shareholders meeting may not be held later than 30 days of the date of this order,
•	agenda to be agreed on by all parties,
•	due notices must be given to all parties,
•	all documentation for the meeting must be sent with the notice, and 
•	all other Companies Act requirements for convening the shareholders meeting must be adhered to
____________________
S. Gounden
                                                                COMPANIES TRIBUNAL
Pretoria
17 December 2015