South Africa: Companies Tribunal

IN THE COMPANIES TRIBUNAL OF THE REPUBLIC OF SOUTH AFRICA

("THE TRIBUNAL")

CASE NUMBER:  CT004FEB2018

In the ex parte matter of:

AIR CHEFS SOC LTD                                                                                   APPLICANT

Coram: PJ Veldhuizen

Date of Hearing: Not Applicable – Ex parte Application on Papers

Order delivered: 7 February 2018

ADMINISTRATIVE ORDER & REASONS

A.        Introduction

1.        THE PARTY

1.1.        The Applicant is AIR CHEFS SOC LTD (“the Applicant”), a state-owned company duly incorporated and existing under the company laws of South Africa, with its principal place of business at Air Chefs Head Office, 20 Jones Road, Oliver Tambo International Airport, Kempton Park, 1627, Gauteng.

B.        THE APPLICATION

2.        This is an application in terms of Section 61 (7) (b) read with Section 9 (1) of the Companies Act 71 of 2008 ("the Act"), for an Administrative Order, for the extension of the date of holding by the Applicant of its 2017 annual general meeting to a date that is no later than 31 March 2018.

C.        The legislation

3.        Section 61 (7) of the Act provides:

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 with an extended time allowed by the Companies Tribunal, on good cause shown.   

4.        Section 9 (1) of the Act provides:

Subject to section 5 (4) and (5), any provision of this Act that applies to a public company applies also to a state-owned company, except to the extent that the Minister has granted an exemption in terms of subsection (3).

5.        EVALUATION OF EVIDENCE

5.1.        The Tribunal has considered the provisions of the Act, set out above and has had regard to the affidavit filed in support of this application by the Applicant's company secretary, RUTH NAMBI KIBUUKA (“KIBUUKA”).

5.2.        KIBUUKA explained comprehensively in her affidavit that the reasons for the Applicant's failure or inability to hold the annual general meeting related to the finalisation of the Applicant's financial statements which had been delayed due to legal and technical opinions being sought regarding draft opinions of the Applicant’s external auditors. KIBUUKA explained further, and the Tribunal accepts, that should an extension not be granted and the draft opinions were to be issued, the Applicant may suffer irreparable harm.

6.        In the premises, the Tribunal is satisfied that the Applicant has shown good cause as to why it is entitled to the relief sought.

D.        Decision

7.        The Applicant is granted an Administrative Order in terms of Section 61(7) (b), read with Section 9 (1) of the Act and is granted an extension of the time period within which to hold its 2017 annual general meeting.

8.        The Applicant is required to hold its next annual general meeting on or before 31 March 2018.

_______________

PJ VELDHUIZEN

MEMBER OF THE COMPANIES TRIBUNAL

CAPE TOWN