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IN THE COMPANIES TRIBUNAL OF THE REPUBLIC OF SOUTH AFRICA

 

“The Tribunal”

 

Case Number: CT00430/ADJ/2020

 

 

In the ex parte matter of:

 

 

White River Country Estate Homeowners Association NPC

(REGISTRATION NO. 1992/006841/08)

 

 

DECISION

 

 

1.          INTRODUCTION:

 

1.1       The Applicant is the White River Country Estate Homeowners Association NPC, with its address at 11a Pinehurst Drive, White River, Gauteng Province.

 

1.2       The Applicant has filed an application[1] requesting an extension of the time period within which to hold the 2020 AGM to not later than 30 June 2021. The Applicant’s Memorandum of Incorporation[2] provides that the AGM may “not be held more than 6(six) months after the end of every ensuing financial year of the Association”.

 

1.3       The application is brought by the Applicant’s General Manager , Andre Coleske, whose further particulars have not been furnished. The resolution authorising Mr Coleske to act on behalf of the Association has not been furnished.

 

2.          APPLICABLE LAW

 

2.1       While the applicant has not indicated which section of the Companies Act (the Act) it relies upon for this application, this application is for the extension of the period within which to hold its 2020 AGM to not later than 30 June 2021.

 

2.2       Section 61 of the Act provides for shareholder meetings. 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 company’s 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.”

 

2.3       Section 61(8) provides for the key business issues to be considered at the AGM, it provides:

 

(8) A meeting convened in terms of subsection (7) must, at a minimum, provide for the following business to be transacted;

 

(a) Presentation of –

 

(i)       the directors’ report;

(ii)      audited financial statements for the immediately preceding financial year; and

(iii)    an audit committee report;

(b ) election of directors, to the extent required by this Act or

the company’s Memorandum of Incorporation;

(c) An appointment of-

(i)       An auditor for the ensuing financial year; and

(ii)      An audit committee; and

(iii)    Any matters raised by shareholders, with or without advance notice to the company.

 

3.          FINDINGS

 

Section 1 of the Companies Act defines a public company as a profit company that is not a state owned company , a private company or a personal liability company. The application of section 61 (7) excludes non-profit companies and therefore the applicant is not subject to section 61(7) as it is a non-profit company.

 

ORDER

 

The application is dismissed.

 

 

B. Zulu

MEMBER: COMPANIES TRIBUNAL

 

29 September 2020

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