---

COMPANIES TRIBUNAL

REPUBLIC OF SOUTH AFRICA

CASE NO: CT007MAY2018

In the ex parte application of:

K2016470219 (SOUTH AFRICA) LIMITED                                                            Applicant

(Registration number: 2016/470219/06)

in respect of:

AN APPLICATION FOR AN EXTENSION OF A PERIOD OF CONVENING AN ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF A PUBLIC COMPANY IN TERMS OF SECTION 61 (7) (b).

 

Decision handed down on 06 JUNE 2018

DECISION

INTRODUCTION

[1] The Applicant applies to the Companies Tribunal (‘’the Tribunal’’) for an extension of a period of convening an Annual General Meeting (‘’the AGM’’) of the shareholders of a public company in terms of section 61 (7) (b)^[1] of the Companies Act No. 71 of 2008 (‘’the Act’’).

BACKGROUND

[2] The Applicant is the K2016470219 (South Africa) Limited a public company with limited liability duly incorporated in terms of the Act, as amended with its registered address at Edgardale, No. 1 Press Avenue, Crown Mines, Gauteng.

[3] The Applicant is the holding company of Edcon Limited, and all its subsidiaries form a group of companies known as the ‘’Edcon Group’’.

[4] The application is brought by Charles Mzwandile Vikisi, General Counsel and Company Secretary of the Applicant.

[5] The Applicant seeks the following relief from the Tribunal:

‘’Extension of time period to hold its annual general meeting in terms of sec 61 of the Companies Act.’’

APPLICABLE LAW

Section 61 (7) (b): SHAREHOLDERS MEETINGS

[6] Section 61 (7) (b) reads as follows:

‘’A public company must convene an annual general meeting of its shareholders –

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

EVALUATION

[7] The Deponent to the Applicant's papers is Charles Mzwandile Vikisi, who avers that he is the General Counsel and Company Secretary of the Applicant and has been authorised by the Applicant to depose to his affidavit and to represent it in these proceedings. However he does not attach the Applicant’s Resolution confirming his authority.

[8] The Deponent to the Applicant’s affidavit in paragraph 9 of states that:

‘’9 From the Date of Incorporation until 1 February 2017 (‘’Restructure Period’’), the Edcon Group underwent a complete financial restructure (‘’Restructure’’).

[9] The Applicant was incorporated on 28 October 2016 and seeks relief for the extension of time to convene an Annual General Meeting (‘’AGM’’) which should have been held on or before April 2018. The application was launched after the Applicant failed to comply with the provisions of section 61 (7). The Applicant only caused its papers to be delivered on 17 May 2018.

FINDING

[10] The relief sought by the Applicant for an extension of time to convene an AGM is, in my view, ‘late’. The Applicant owed to have mentioned in its papers reasons for being late and applied for condonation.

[11] Therefore the Application cannot succeed due to the reason mentioned above.

[12] However, against the aforementioned finding, I am of the recommendation that the Applicant should consider re-applying on the basis that the application did not include satisfactory evidence and/or information. This should not be understood to be legal advice on the matter or even to purport to bind other members of this Tribunal who may be seized with any future application(s) by the Applicant.

ORDER

In the result the following order is made:

a) The application is hereby dismissed.

 

______________________________

MMOLEDI MALOKANE

(MEMBER OF COMPANIES TRIBUNAL OF SOUTH AFRICA)

Date: 06 JUNE 2018

 

[1]  Section 61 (7) (b) provides that: ‘’a public company must convene an annual general meeting of its shareholders once every calendar year or within an extended time allowed by the Companies Tribunal, on good cause shown.’’

---