Directorship changes in Kalahari Resources (Pty) Ltd
Pretoria, Friday, 10 September 2010 The Companies and Intellectual Property Registration Office (CIPRO) today confirmed that changes have been made to the directors in Kalahari Resources (Pty) Ltd.
CIPRO launched an investigation which revealed that on 27 August 2010 new directors were added to Kalahari Resources (Pty) Ltd. The directors currently listed are Sandi Majali, Stephen Khoza, Elvis Bongani Ndala, Maria Louisa Carter, Roberto Emilo Rizzo, Nothando Innocent Nkosi, Haralambos Sferopoulos and Dlamini Linda Welhencia. Brian Mashile is shown as resigned and Daphne Mashile-Nkosi is displayed as disqualified. The changes effected on 27 August 2010 were electronically done by Haralambos Sferopoulos. CIPRO introduced the customer verification process early last year which was meant to track transactions on the electronic form CM29 (change of directors) for better accountability, hence it could be traced who processed this particular transaction. The introduction of the customer verification process is an improvement on the CIPRO system, as it could not be traced initially.
In terms of the Companies Act, Act 61 of 1973, for any person to be regarded as having been validly appointed, certain requirements of the Act need to have been satisfied, and these include: a general meeting was held; a resolution to appoint or remove a director was minuted; a register of directors was updated and a return of particulars of directors (CM29) was accepted and registered. Therefore, any person who claims to be a director of a company needs to provide proof of his/her appointment as may be required.
CIPRO did receive an enquiry from the attorneys representing Mr Mashile, Brian Amos and Ms Mashile-Nkosi, Daphne (the aggrieved directors), as to what process should be followed to rectify the situation. The Companies Act prescribes in Section 12, the Court which has jurisdiction over such disputes. Due to the legal nature of these transactions it is preferable to have such disputes resolved in a court of law, especially in cases where there may be assets or liabilities which would need to be covered. It is also most adviseable to deter any criminal activities and to prevent unnecessary losses as a result. However, it does not take away the fact that an aggrieved party can also open a criminal case against the perpetrators.
Fraud prevention is an ongoing task within CIPRO and new proactive measure are constantly being implemented. Where it is not possible, such as where new means of fraudulent activities arise, new measures are implemented. CIPRO will continue to maintain the highest level of vigilance in this regard. Various other control measures were put in place by CIPRO, and this includes: