: Miranda Mineral Holdings Limited (CT0023June2015), Ex parte [2015] ZACT 65 (20 July 2015)
- Citation
- [2015] ZACT 65
- Status
- Order
- Jurisdiction
- South Africa
- Court
- Competition Tribunal
- Panel
- Kganyago M.F
- Case number
- CT0023JUNE2015
More details
- Court
- Competition Tribunal
- Panel
- Kganyago M.F
- Case number
- CT0023JUNE2015
On this page
Professional case brief
Research organized from the available case record
01
Holding and result
The Tribunal found that the applicant's financial distress, inability to pay auditors, and ongoing efforts to secure funding constitute good cause for granting an extension to hold the AGM beyond the statutory 15-month period. The Tribunal was satisfied with the reasons submitted and determined that the applicant should be allowed additional time to convene the AGM, as compliance with the statutory period was not possible under the circumstances.
Court disposition
Application for extension to convene AGM granted.
Orders
- The applicant's application for an extension to convene its AGM later than the stipulated 15 months is granted.
- The applicant must convene its AGM of shareholders within six months from 31 March 2015.
02
Material facts
Parties
Miranda Mineral Holdings Limited
Applicant03
Procedural history
Posture
Ex Parte Application / Decision on Extension of Time to Hold AGM
04
Questions and positions
Legal issues
- 01
Whether the applicant has shown good cause for an extension to convene its Annual General Meeting later than the statutory 15-month period.
- 02
Whether the Companies Tribunal should grant an extension for holding the AGM due to financial distress and inability to pay auditors.
Party arguments
- Applicant
- The applicant argued that it is financially distressed, has ceased trading, and cannot meet its obligations, including paying auditors to finalize the Annual Financial Statements. The Board has sought funding and is negotiating a term sheet that may improve its financial position, enabling it to pay auditors and call an AGM. The applicant requested an extension of at least six months or any period deemed fit by the Tribunal to convene the next AGM.
- Respondent
- There is no respondent in this ex parte application.
05
Court’s reasoning
Legal principles
- 01
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 previous meeting, unless an extension is granted by the Companies Tribunal for good cause.
06
Ratio, limits and disposition
Ratio decidendi
The Tribunal found that the applicant's financial distress, inability to pay auditors, and ongoing efforts to secure funding constitute good cause for granting an extension to hold the AGM beyond the statutory 15-month period. The Tribunal was satisfied with the reasons submitted and determined that the applicant should be allowed additional time to convene the AGM, as compliance with the statutory period was not possible under the circumstances.
Court disposition
Application for extension to convene AGM granted.
- The applicant's application for an extension to convene its AGM later than the stipulated 15 months is granted.
- The applicant must convene its AGM of shareholders within six months from 31 March 2015.
Source and reliance status
Competition Tribunal
This page organises the available record for research. Confirm quotations, current status, and subsequent treatment against the official source before relying on the case.
Judgment reading view
Judgment text
The complete available source text.
Competition Tribunal
Order
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 lders 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 its AGM later than the stipulated 15 months is granted.
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
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