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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

 

COMPANIES TRIBUNAL

OF

THE REPUBLIC OF SOUTH AFRICA

 

Case Number CT00420ADJ 2020

 

In the Ex Parte Application

 

VINEYARD ROAD INVESTMENTS (RF) LTD                                     Applicant

(Registration number 2[...])

 

In respect of

 

AN APPLICATION FOR AN EXEMPTION FROM THE REQUIREMENT TO APPOINT A SOCIAL AND ETHICS COMMITTEE

 

Presiding Member of the Tribunal; Lucia Glass

 

DECISION (Reasons and Order)

 

INTRODUCTION

 

1. The Applicant applies for an exemption, from the requirement to appoint a Social and Ethics Committee, as imposed by Section 72(5) (b) of the Companies Act 71 of 2008 (further herein referred to as “the Act”) on the basis that it is neither reasonably necessary, nor is it in the public interest for the company to have a Social and Ethics Committee, having regard to the nature and extent of the activities of the Company.

 

PRELIMINARY ISSUES AND FACTS

 

2. The Deponent to the Applicant's founding affidavit is Douglas Austen Lorimer, who alleges that he is the Director of the Applicant and is duly authorised to depose to the founding affidavit to this Application (Resolution attached to his papers).

 

3.  It is averred that the company has been active for two years (2017 and 2018) since its incorporation in 2015, and in these two years, has scored more than 500 PI Score, therefor applies, for an exemption from the requirements of establishing a Social and Ethics committee, in terms of the Act.

 

4. It is averred that the Applicant is a special purpose vehicle and its main purpose and main business is to issue Notes (including, without limitation, debentures, promissory notes and commercial paper) and/or to enter into other transactions with investors and use funds borrowed or raised directly from the Notes and or Debt obligations to acquire or invest in from time to time, the rights, title and interest in and to any assets (together with any security related thereto) (including the right to sell, assign, transfer or otherwise dispose of such Participating Assets,), and if applicable, to collateralise its Debt Obligations, and/or enter into derivatives contracts as may be desirable or necessary to manage risks or to hedge exposures of the Company or as may be contemplated in the Issuer Programme.

 

5. It is alleged that the applicant does not have employees.

 

APPICABLE LAW

 

6.   The applicable Section of the Act is:

 

Section 72 (5) b) ” it is not reasonably necessary for the public interest to require the company to have a social and ethics committee having regard to the nature and extent of the activities of the company."

 

APPLICATION OF THE LAW TO THE FACTS

 

7. The Tribunal is to decide, whether in terms Section 72 (5) b) it is reasonably necessary for the public interest to require the company to have a social and ethics committee having regard to the nature and extent of the activities of the company. I will weigh up the nature and extent of the applicant in respect of the fact that the Applicant was launched as a special purpose entity with no employees.

 

8. After considering the law, interpreting and applying Section 72 (5) (b) of the Act it is my view that it is not reasonably necessary, having regard to the public interest, to require the company to have a social and ethics committee, due to its “nature and extent of the activities” as stated above. In this case, it is quite clear to me that the Applicant be exempted from appointing a Social and Ethics committee.

 

Order

 

I according make the following order;

 

The Applicant is granted exemption from appointing a Social and Ethics Committee for 5 years.

 

 

LUCIA GLASS

 

MEMBER OF THE COMPANIES TRIBUNAL OF SOUTH AFRICA

 

Dated 28 August 2020

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