Mkhwanazi and Another v Manvin Resources (Pty) Ltd and Others (2024-086554) [2024] ZAGPPHC 820 (19 August 2024)

Mkhwanazi and Another v Manvin Resources (Pty) Ltd and Others (2024-086554) [2024] ZAGPPHC 820 (19 August 2024)

The court found that the shareholders meeting of the first respondent held on 24 July 2024 was convened unlawfully, as it was not called by the board of directors in accordance with section 61 of the Companies Act. The purported convening by Sourted Trading (Pty) Ltd, which was in a state of final deregistration and not a shareholder at the relevant time, rendered the meeting and all decisions taken thereat a nullity. The applicants established proper service on all respondents and locus standi for the first applicant in his personal capacity as a director affected by the resolutions. The second respondent was repeatedly warned of the unlawfulness of the meeting and failed to respond...

Citation
[2024] ZAGPPHC 820
Parties
Applicant: Mandla Jerome Mkhwanazi; Applicant: The Trustees of the Shamase Family Trust for the time being; Respondent: Manvin Resources (Pty) Ltd; Respondent: Sourted Trading (Pty) Ltd; Respondent: The Trustees of the Ximbhembhe Family; Respondent: Mainland Minerals (Pty) Ltd; Respondent: Eduan Pepyer; Respondent: Nurse Mmasekwati Ngobeni Waka Mathonsi; Respondent: The Companies and Intellectual Property Commission; Respondent: Thabang Isaiah Maakamedi
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
19 August 2024
Case Number
2024-086554
Procedural Posture
Urgent Application / First Instance Judgment
Outcome
Application granted with punitive costs against the second respondent.
Judges
Strijdom
Legal Topics
Shareholders Meeting, Companies Act Section 61, Director Removal, Urgent Declaratory Relief, Locus Standi, Service of Process
Commercial and Corporate Civil Procedure Shareholders Meeting Companies Act Section 61 Director Removal Urgent Declaratory Relief Locus Standi Service of Process

Case Brief

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Parties

Mandla Jerome Mkhwanazi

Applicant

The Trustees of the Shamase Family Trust for the time being

Applicant

Manvin Resources (Pty) Ltd

Respondent

Sourted Trading (Pty) Ltd

Respondent

The Trustees of the Ximbhembhe Family

Respondent

Mainland Minerals (Pty) Ltd

Respondent

Eduan Pepyer

Respondent

Nurse Mmasekwati Ngobeni Waka Mathonsi

Respondent

The Companies and Intellectual Property Commission

Respondent

Thabang Isaiah Maakamedi

Respondent

Procedural Posture

Urgent Application / First Instance Judgment

Legal Issues

  1. 1 Whether the shareholders meeting of the first respondent held on 24 July 2024 was unlawful and invalid.
  2. 2 Whether all decisions and resolutions adopted at the purported shareholders meeting should be declared invalid and set aside.
  3. 3 Whether the applicants had proper locus standi and authority to bring the application on behalf of the trust.

Ratio Decidendi

The court found that the shareholders meeting of the first respondent held on 24 July 2024 was convened unlawfully, as it was not called by the board of directors in accordance with section 61 of the Companies Act. The purported convening by Sourted Trading (Pty) Ltd, which was in a state of final deregistration and not a shareholder at the relevant time, rendered the meeting and all decisions taken thereat a nullity. The applicants established proper service on all respondents and locus standi for the first applicant in his personal capacity as a director affected by the resolutions. The second respondent was repeatedly warned of the unlawfulness of the meeting and failed to respond...

Court Disposition

Application granted with punitive costs against the second respondent.

Orders

  • The shareholders meeting of the first respondent held on 24 July 2024 is declared unlawful and invalid.
  • All decisions and resolutions adopted at the purported shareholders meeting are declared invalid and set aside.