adminof a notice issued by the firm’s management for an annual general meeting today.
However, it not could be immediately established whether the AGM would proceed although legal experts pointed out the meeting would not go ahead until the court makes a ruling.
In its affidavit, Hwange chairman Mr Tendai Savanhu said the AGM notice issued on July 8, 2011 was invalid as it violates Section 30 of the Companies Act. He said proper procedures were not followed in issuing the notice since it was also not authorised by the board. The matter is set for hearing tomorrow morning before Justice Chinembiri Bunhu. Mr Savanhu cited Mines and Mining Development Minister Orbet Mpofu, Hwange managing director Mr Fred Moyo, company secretary Mr Thembelani Ncube, Messina Investments, Zimbabwe Stock Exchange, Securities and Exchange Commission and Corpseve as respondents.
The AGM was initially set for June 30 but was adjourned after Government, which owns 38 percent in the company and Messina Investments, the single largest shareholder, agreed to postpone the meeting to allow for a restructuring of the board. The disputed AGM notice, sought, among other items on the agenda, the removal of the board chaired by Mr Savanhu.
Other members of the board were Mr Fortune Chasi, Thandiwe Mlobane, Shingai Mutumbwa, Thabani Ndlovu, Alpheus Ngapo, James Nqindi and Rosemary Sibanda.
“The notice purports to have been issued under the authority of the board of directors. However, I can categorically state the board never, at any time authorised third respondent (the company secretary) to issue out of the notice
“In terms of the applicant’s company’s articles of association, the directors determine the time and place in respect of such meeting. Critically and notwithstanding such lack of authority from the board, the notice is in any event patently defective and of no force.
“It was not authorised by the board, nor does it comply with provisions of Section 30 of the Companies Act.”
Mr Savanhu also denied adjourning the meeting.
He, however, argued that even if the meeting was adjourned, it should have been held within seven days.
“The fact is that I never, in the first instance, adjourned or undertook to adjourn any such meeting as provided for in the said Section nor was I at any point ever obliged to so adjourn as provided for.
“Further, and more importantly, even if there had been any such adjournment, it is clear that in terms of the law, I would have, through the use of the term ‘shall’ in proviso, above, been obliged to adjourn any such meeting to a date seven days after the meeting.” He said there was a potential prejudice to be suffered by the company in approving resolutions adopted at an illegally convened meeting.
Hwange is primarily listed on the Zimbabwe Stock Exchange. Its shares also trade on Johannesburg Stock Exchange and London Stock Exchange.
“The prejudice to be suffered by a tri-listed company implementing resolutions adopted at an illegally convened meeting is obvious – its operation contracts as well as its relationship with banks will come to a virtual standstill if there is a lack of clarity on the authority of the new board of directors.”
He said there was a risk that the company could be suspended from trading on exchanges where it is listed. Mr Savanhu said they were not willing to retain their seats on the board but to ensure that the new dispensation is not legally disabled and prejudiced from executing its mandate.
Online Reporter