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

 

IN THE COMPANIES TRIBUNAL OF SOUTH AFRICA

 

CASE NO: CT00371ADJ2020

 

 

Ex Parte Application

 

SILVER LAKES HOMEOWNERS ASSOCIATION                  APPLICANT

 

 

Presiding Member: Dr. M A Chicktay

Date of Decision: 20th July 2020

 

 

DECISION

 

 

INTRODUCTION

 

[1]         The Applicant is the Silver Lakes Homeowners Association NPC (“the Applicant”), registered in terms of the company laws of the Republic of South Africa, under registration number 1992/004661/08.

 

[2]         The Applicant filed an application requesting an extension to hold its AGM later then 30th March 2020 which is more than the statutory 15 Months after the last AGM which was held on 25th February 2019.

 

[3]         The Application is brought by the applicant Companies Finance Manager D S Smuts-Steenkamp (ID 7[....]4) duly authorized by the Board of Directors to act on behalf of the company.

 

APPLICANT’S SUBMISSIONS

 

[4]         The applicant submits that the last AGM was held on 25th February 2019 and that the next AGM was scheduled for 30th March 2020. The applicant contends that due the lockdown it was unable to schedule the AGM on 30th March 2020. The lockdown came into effect on 27th March 2020 and face to face meetings were prohibited during the lockdown. An online meeting was also problematic due to the number of members being approximately 50 making online meetings difficult.

 

[5]         The applicant thus request an extension but due to the ongoing lockdown does not provide an alternative date as to when the meeting could be held

 

APPLICABLE LAW

 

[6]         Section 61 of the Companies Act 71 of 2008 provides for shareholders meetings.

 

[7]         Section 61(7) specifically provides as follows:

 

“A public company must convene an annual general meeting of its shareholders-

 

(a)      Initially, no more than 18 months after the companies date of incorporation; and

(b)      Thereafter, once 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

 

[8]         The Tribunal is satisfied that good cause has been shown as to why the AGM could not be held within the statutory period required by the Act. Due to the lockdown it was difficult for the applicant to have an AGM. The lockdown came into operation on 27th March 2020 shortly before the scheduled date for the AGM, which was to be on 30th March 2020.

 

[9]         The applicant does not provide a date for the meeting. This may be due to the fact that we are still in lockdown. While the applicant argues that an online meeting may be difficult due to the numbers I do not believe that one cannot have an online meeting with 50 members unless the members do not have the technology to do so.

 

[10]     The applicant will be given an extension to hold its AGM by no later than 31st December 2020. If we are still in lockdown at that time I do believe that it is possible to have an online meeting. If the applicant is unable to have an online meeting before 31st December 2020 the applicant must make another application for an extension of its AGM and provide sufficient evidence as to why an online AGM could not take place.

 

ORDER

 

[11]     The Applicant is granted an extension to hold its AGM before 31st December 2020.

 

 

Dr. MOHAMED ALLI CHICKTAY

MEMBER OF THE COMPANIES TRIBUNAL

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