Special Investigating Units and Special Tribunals Act, 1996
R 385
Companies Act, 1973 (Act No. 61 of 1973)Regulations Winding-Up and Judicial management of Companies5. Meetings |
| 1) | Any separate meeting of members, contributories or debenture-holders referred to in section 364(1)(b), 370(2)(a), 377 or 429(1)(b)(ii) of the Act shall be summoned by the Master by notice in the Gazette on a date not less than 10 days before the date upon which the meeting is to be held and such notice shall state the time when and place where the meeting is to be held: Provided that the Master may direct the company concerned or the provisional liquidator or the provisional judicial manager to send a notice of such meeting by post to every member, contributory or debenture-holder of the company. |
| 2) | Unless the court otherwise directs, a meeting referred to in section 364(1)(b), 370(2)(a) or 377 of the Act shall be presided over by the Master or by a magistrate or an officer in the public service designated by the Master for that purpose. |
| 3) |
| a) | A general meeting of the company or contributories of the Company under section 386(1)(d) of the Act shall be summoned by the liquidator by notice in the Gazette as prescribed in regulation 7(1) and by sending a notice by post of the time and place of the meeting to every person who is a member or contributory of the company. |
| b) | Unless the court or the Master otherwise directs, any meeting referred to in subregulation (1) shall be presided over by the Master or by a magistrate or an officer in the public service designated by the Master for that purpose. |
| 4) | A meeting shall be held at such place as in the opinion of the Master or liquidator, as the case may be, appears to be the most convenient for the majority of the members, creditors, contributories or debenture-holders, as the case may be, of the company. |
| 5) | The liquidator shall, subject to regulation 11, if thereto required by the Master or by creditors having one-fourth in value of the votes of all the creditors who have proved claims, or by members or contributories having one-fourth of the votes of the members or contributories, summon a general meeting of the company or the creditors or the contributories of the company for the purpose of obtaining authority or sanction in regard to any matter or for any other purpose which the company, creditors or contributories may consider necessary. |
| 6) |
| a) | The costs of summoning any meeting of members, creditors or contributories of the company at the instance of any person other than the Master or the liquidator, shall, subject to subregulation (3), be paid by the person at whose instance the meeting is summoned and shall be deposited with the liquidator before the meeting is summoned. |
| b) | If the Act or the regulations require notice of a meeting to be sent to the members, creditors, contributories, or debenture-holders of the company, the costs of summoning the meeting, including all disbursements for printing, stationery, postage and the hire of accommodation, for each member, creditor, contributory, or debenture-holder, shall, subject to subregulation (3), be calculated at the rate of R1,50 for each member, creditor, contributory, or debenture-holder to whom notice is sent. |
| c) | The costs of a meeting shall, if the Court so directs or if the members, creditors, contributories, or debenture-holders affected by the payment, so resolve, be repaid out of the assets of the company. |
| 7) |
| a) | Members or contributories may vote at a meeting either personally or by an agent specially authorised thereto or acting under a general power of attorney. |
| b) | A power of attorney intended to be used at any meeting of members, creditors or contributories shall be lodged with the presiding officer not later than 24 hours before the advertised time of the meeting and in default thereof it shall for the purpose of voting at the meeting be deemed to be invalid. |
| 8) | At a meeting of members or contributories a resolution shall be deemed to be passed when a majority in value of members or contributories present, either personally or by proxy, have voted in favour thereof, and the value shall be determined according to the number of votes conferred on each member or contributory by the articles. |
| 9) |
| a) | It shall be the duty of the provisional liquidator, without notice, or, if there be no provisional liquidator, then of the secretary, any director or any other officer of company, upon receiving at least 10 days notice thereof from the Master, to attend at the first meeting of members or contributories with the books of the company, and to give the chairman all information he may require as to the shareholding of each member or contributory, and as to the number of votes to which each member or contributory is entitled under the articles. |
| b) | Any person who fails to comply with a notice referred to in subregulation (1) shall be guilty of an offence and liable on conviction to a fine not exceeding R50 or to imprisonment for a period not exceeding three months. |
| 10) |
| a) | Minutes shall be kept of the proceedings at every meeting of members, creditors or contributories and shall be signed by the presiding officer. |
| b) | The original minutes of any such meeting shall be filed with the Master. |
| 11) | The report submitted by the liquidator in terms of section 402 of the Act to a meeting of creditors and contributories and two copies thereof shall be annexed to the minutes of the meeting at which it is so submitted. |
