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COMPANIES TRIBUNAL REPUBLIC OF SOUTH AFRICA

 

Case Number: CCT00433ADJ2020

 

In the ex parte matter of:

 

WILLOWBROOK ESTATE EXTENTION 12 NPC                              Applicant

Non Profit Company with Registration Number 2001/000224/08

 

 

DECISION (Reasons and Order)

 

 

Presiding Member of the Tribunal: Lucia Glass

 

1)          The Applicant requests the Tribunal to make an order, for the postponement, by nine months, of the holding of its Annual general meeting (AGM), which was supposed to be held on the 22nd of August 2020.

 

2)          The Applicant does not refer to any particular Section in the Companies Act 71 of 2008 (the Act,) under which it makes this application and under which the Tribunal has the necessary powers to make an order to postpone its AGM.

 

3)          I have scrutinized the Act carefully for a Section empowering the Tribunal to make such an order, and it appears that this “type” of Application is made in terms of section 61(7) of the Act.

 

4)           The Deponent to the Applicant's papers is Sarika Marais ID 7212120165083, who has been authorised by the directors of the Applicant to make this application on behalf of the Applicant (a power of attorney is annexed to the papers, confirming this).

 

5)          It is averred that compliance with the current AGM timeline is difficult, given the ban of large gatherings, as there are 250 members that must attend the AGM. Therefor the AGM must be postponed by 9 months in order to accommodate all 250 members.

 

6)          The facts of this case can only be weighed up, once it is established that the Tribunal has jurisdiction to preside over this matter.

 

7)          If the Tribunal does not have jurisdiction to make an order as requested, it will be unnecessary to determine the issues, .and the Application must fail.

 

APPLICABLE LAW

 

8)          Section 61 (7) of the Act provides that a public company (emphasis added) must convene an annual general meeting of its shareholders. or within an extended time allowed by the Companies Tribunal (emphasis added).

 

9)          The Applicant is not a public company (emphasis added) which is allowed to apply to the Companies Tribunal for an extension of time to hold its AGM. It is a Non profit Company (NPO) and cannot apply to the Tribunal for an extension of time.

 

EVALUATION

 

10)    It is my humble view that the AGM could be held over the internet, Zoom or Teams, or any such like facility and perhaps this AGM needs to be arranged as soon as possible via the internet. It appears to me that this manner is the “new normal”.

 

11)     There is no mention of what section of the Act the applicant makes this Application. To my knowledge there is no Section in the Act empowering the Tribunal to make an order extending the time allowed to convene to annual general meeting of a Non-profit companies’ (emphasis added) thus the Tribunal does not have jurisdiction to preside over this matter and accordingly can not make an order.

 

NO ORDER IS MADE

 

 

LUCIA GLASS

(MEMBER OF COMPANIES TRIBUNAL OF SOUTH AFRICA)

 

Dated this 9th of September 2020

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