Dube's Final Ruling Reinstates Ousted Mogwera & Co.
Goitsemodimo Kaelo | Monday October 26, 2020 16:32
Justice Dube had in September 2020 ruled through a returnable order that Mogwera, Martin Gabobake and Tlhabologo Galekhutle be reinstated as directors of Babereki Investments, while ordering a forgery investigation into some of the company’s shareholders.
This followed an application by Mogwera, Gabobake and Galekhutle, challenging their removal from the Board of Directors of Babereki Investments after a purported shareholders meeting held on July 7, 2020.
In her judgement delivered on Friday, Justice Dube ordered that the trio of Mogwera, Gabobake and Galekhutle should remain members of the Board of Directors of Babereki Investments, while directing the board to convene its annual general meeting (AGM) for the financial year-end June 2019 not later than November 28, 2020.
Justice Dube said although it is clear that there is breakdown in relations between shareholders and some members of the board, she had to order the members to convene the AGM in the interest of justice and preserving the company’s reputation.
The court declared as unlawful and set aside the purported “unanimous resolution of the shareholders Babereki Investments of a meeting in terms of Section 107 of the Companies Act dated July 7, 2020”.
“The judge directed the board to send out notices and the meeting agenda to all persons entitled not less than 21 days of this order.
“The order does not oust the holding of a virtual AGM, or the passing of a unanimous resolution signed by all members entitled to attend the meeting, subject to compliance with relevant laws or regulations,” Dube ruled.The judge also directed the Registrar General of Companies and Intellectual Property Authority (CIPA) to reinstate the second and third applicant (Gabobake and Galekhutle) in the official records of CIPA as members of the Board of Directors of Babereki Investments.
In her reasoning, Dube said the Board of Directors of Babereki Investments are entitled to attend the AGM, which took the resolution to remove the trio from the board and as such it was not fully constituted.
The judge stated that all persons entitled to attend the meeting should sign circulated written resolutions, which was not the case. “What is important is an attendee’s signature showing their approval of the resolution,” Dube said.