Minority shareholders at publicly listed motor company, CMC Holding Ltd today came together to demand that the Capital Markets Authority compel their directors to convene the overdue Annual General Meeting.
The shareholders, who last attended the company's AGM on March 4th 2011, have also accused the regulator of professional irresponsibility after the regulator granted its directors a 3-month extension to hold the statutory meeting under circumstances that they claim are baseless.
Speaking at a press conference, the shareholders representative Jeremiah Otaro also demanded a public publishing of their financial results for the period, accusing the regulator of failing to act within their powers to protect the shareholders interests.
"If CMA can penalize a listed company for failing to issue a profit warning, why hasn't the regulator penalized CMA for failing to publish the annual financial reports?. As shareholders we strongly feel that CMA has compromised itself in dealing with the CMC situation. We also believe that the best platform for we as shareholders to be participate in the developments on our company as has been debated in the media, is the AGM," Otaro said
According the Companies Act, section 132 (1)*, any shareholders with up to 10% stake may convene the AGM should the board fail to do so saw outside the stipulated 12-month statutory period.
The shareholders also questioned CMA's obligation in the decision of opting to temporarily appoint three non-executive directors to the CMC Holding Ltd board instead of pushing for the Extraordinary General Meeting (EGM) when the board was disbanded, pointing out that the regulator acted partially, and going against its role as an independent arbiter.
On September 12th 2011, Andy Forwarders Services Limited, a shareholder at CMC requisitioned for an EGM to discuss among other items, the company's poor performance for three consecutive years, coupled with the appointment of a new commission's agent by the management without the board's approval, plans to relocate the Land Rover and Volkswagen franchises to an alternative showroom at the cost of Ksh.250million as well as the reversal of salaries of 69 managers after four months of payouts.
Kindly send a crew to cover the event; for further information, kindly contact:
Jeremiah Otaro, Tel: +254 724 670 393, Kwanya Odidi tel: +254 721 490 985
*132 . (1) The directors of a company, notwithstanding anything in its articles, shall, on the requisition of members of the company holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the company as at the date of the deposit carries the right of voting at general meetings of the company, or, in the case of a company not having a share capital, members of the company representing not less than one-tenth of the total voting rights of all the members having at the said date a right to vote at general meetings of the company, forthwith proceed duly to convene an extraordinary general meeting of the company.
(2) The requisition must state the objects of the meeting, and must be signed by the requisitionists and deposited at the registered office of convening of extraordinary general meeting on requisition.
The shareholders, who last attended the company's AGM on March 4th 2011, have also accused the regulator of professional irresponsibility after the regulator granted its directors a 3-month extension to hold the statutory meeting under circumstances that they claim are baseless.
Speaking at a press conference, the shareholders representative Jeremiah Otaro also demanded a public publishing of their financial results for the period, accusing the regulator of failing to act within their powers to protect the shareholders interests.
"If CMA can penalize a listed company for failing to issue a profit warning, why hasn't the regulator penalized CMA for failing to publish the annual financial reports?. As shareholders we strongly feel that CMA has compromised itself in dealing with the CMC situation. We also believe that the best platform for we as shareholders to be participate in the developments on our company as has been debated in the media, is the AGM," Otaro said
According the Companies Act, section 132 (1)*, any shareholders with up to 10% stake may convene the AGM should the board fail to do so saw outside the stipulated 12-month statutory period.
The shareholders also questioned CMA's obligation in the decision of opting to temporarily appoint three non-executive directors to the CMC Holding Ltd board instead of pushing for the Extraordinary General Meeting (EGM) when the board was disbanded, pointing out that the regulator acted partially, and going against its role as an independent arbiter.
On September 12th 2011, Andy Forwarders Services Limited, a shareholder at CMC requisitioned for an EGM to discuss among other items, the company's poor performance for three consecutive years, coupled with the appointment of a new commission's agent by the management without the board's approval, plans to relocate the Land Rover and Volkswagen franchises to an alternative showroom at the cost of Ksh.250million as well as the reversal of salaries of 69 managers after four months of payouts.
Kindly send a crew to cover the event; for further information, kindly contact:
Jeremiah Otaro, Tel: +254 724 670 393, Kwanya Odidi tel: +254 721 490 985
*132 . (1) The directors of a company, notwithstanding anything in its articles, shall, on the requisition of members of the company holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the company as at the date of the deposit carries the right of voting at general meetings of the company, or, in the case of a company not having a share capital, members of the company representing not less than one-tenth of the total voting rights of all the members having at the said date a right to vote at general meetings of the company, forthwith proceed duly to convene an extraordinary general meeting of the company.
(2) The requisition must state the objects of the meeting, and must be signed by the requisitionists and deposited at the registered office of convening of extraordinary general meeting on requisition.
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