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[2015] ZACT 63
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Ex parte : Small Enterprise Finance Agency (Ltd) (CT009June2015) [2015] ZACT 63 (1 July 2015)
I
N
THE COMPANIES TRIBUNAL OF SOUTH
AFRICA
,
PRETORIA
CASE
NO: CT009JUNE2015
In
the ex-parte application of
Small Enterprise Finance Agency
(Ltd)
(Reg1995/011258/06)
Applicant
Coram: Kganyago M
.
F
Decision handed down on the 20th
July 2015
DECISION
[1]
The applicant
has
brought an ex parte application
,
seeking
an order for the extension to hold an Annual General Meeting (
"
AGM")
later than 15 months from
the date of their
last AGM.
[2]
The applicant
has stated that the Board of its
Directors at a meeting held on the 25th May 2015 have resolved to
apply to the T
r
ibunal
for an extension to hold its
AGM for the following
reasons:
2.1.
SEFA is a wholly owned subsidiary of the
Industrial Development Corporation Limited (IDC) which started
reporting
t
o
the Department of Small
Business
Development on 1st
April
2015
.
2.2.
In
terms
of SEFA
'
S
MOI
,
the
Board of Directo
r
s
is appointed by IDC, as the
shareholder
in consultation with the Executive
Au
t
hority
.
The appointment of
directors
and the aud
i
t
committee are matters to be transacted
at an annual
general meeting of a company.
2.3 Therefore, the Board of
Directors of SEFA
,
and
IDC wish to afford the
Minister
of Small Bu
s
iness
Development enough time to consider the
appointment of t
he
n
ew
Board
of Directors and
t
he
Audit Committee, and if
r
elief
is
granted
by
the
Tribunal ,
they
will
hold
the
company's
AGM
on
or
before
25
th
August 2015.
[3]
In terms of
section 61(7)(b)
of the
Companies Act 71 of 2008
, a
public company must convene an annual general meeting of its
shareholders
no
more than
15
months after the date of the previous general meeting, or within an
extended time allowed by the Companies Tribunal, on good
course
shown. The applicant is a public company, and it is therefore
compelled
to
convene
its
AGM
of
shareholders
not more than
15 months after
the
date of the previous AGM.
It is clear that the applicant will not
be able to hold
its
AGM of shareholders within the
stipulated
15 months period, hence they are applying for an extension.
[4]
I am therefore satisfied with the reasons submitted by the applicant.
In my view
the said reasons constitute good
cause to grant an extension of time to convene the AGM of
shareholders
outside
the stipulated
15
months period.
[5]
In
the
result I make the following order:
5.1.
The applicant's application for an
extension to convene its AGM later than the stipulated
15 months is granted.
5.2.
The applicant to convene its AGM of
shareholders
on
or before the 25th August 2015.
_________________
M.
MEMBER OF
THE
COMPANIES TRIBUNAL
2