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[2015] ZACT 65
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Ex parte : Miranda Mineral Holdings Limited (CT0023June2015) [2015] ZACT 65 (20 July 2015)
IN THE COMPANIES
TRIBUNAL
OF
SOUTH AFRICA,
PRETORIA
CASE
NO
:
CT0023JUNE2015
In
the
ex-parte application o
Miranda
Mineral
Holdings
Limited
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
extention
to
hold
its Annual
General
Meeting
("AGM")
later
than
15 months
from the date of its last AGM
.
[2]
The applicant
has
stated
that on
the
23rd September 2014, the Board
of its directors requested
the
Johannesburg Stock Exchange
("JSE")
to
suspend
the share
trade
of
the
Company
with
immediate
effect,
as
the
company
was financially
distressed
,
has
effectively
ceased
to
do
business
and
can
no
longer
meet its
obligations.
The JSE approved
its
request and
the
share
trade
was subsequently
suspended.
[3] The
applicant
is alleging
that
its
previous AGM was
held
on the 31st
March
2014. The
applicant
is further
alleging
that
Annual
Financial Statements
('AFS") for
the year
ending
31st
August
2014
has
not
yet
been
audited
due
the
Company
being
unable
to
pay
its
auditors
.
The applicant is
also
alleging
that
since
they
were
suspended by
the
JSE
,
and
the
creditors' compromise, the
Board
of
Directors have
vigorously
pursued
different
avenues
to
obtain
funding
for
the
Company
to ensure
its sustainable
operations.
[4]
The
applicant is
also
alleging
that
they
are in
the
process of negotiating and finalizing a
term sheet. The applicant
is
of
the
view that in
the
event
of
this
transaction proceeding,
there
will
be
an
improvement in
the
financial circumstances
of
the
company,
enabling
it
to
pay
its
auditors,
and
also
putting
it
in
a
position
to
call
an
AGM
to
present
the
2014
AFS
to
the
shareholders for approval.
[5]
Based
on
the
reasons
submitted,
they
are
applying
for
an
extension
of
at
least 6 months
or
any
other
extension
period
as
the
Tribunal
may deem fit
for
calling
the next AGM.
[6]
In terms
of
section
61(7)(b)
of
the
Companies
Act
71
of
2008
,
a
public
company
must convene
an AGM
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
,
or
good
cause
shown.
The
applicant
is
a
public
company, and
it
is
therefore
compelled
to
convene
its AGM
of
shareho
l
ders
no
more
than
15
months
after
the
date
of
the
previous
AGM. It
is
clear
that
the
applicant
will not
be
in
a
position
to
convene
its
AGM
within
the
stipulated 15
months,
hence
they
are
applying
for
an
extension.
[7] 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
later than
the
stipulated
15 months
period.
[8]
In the
result
I make the following
order
:
8.1.
The
applicant's application
for
an
extension
to
convene
i
ts
AGM later
than the stipulated
15 months
is grante
d
.
8.2.
The
applicant
to
convene
its AGM
of
Shareholders
within
6
(six)
months
from the
31st
March 2015.
________________
M. F.
MEMBERS OF THE COMPANIES
TRIBUNAL
2