Wakilii

IN RE Uganda Clays Limited (COMPANY CAUSE NO 16 OF 2020)

High Court · [2020] UGHCCD 187 · 2020 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application for leave to convene Annual General Meeting by electronic means
Decision
Application granted with conditions

Observed later treatment

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Holding

Held that where COVID-19 restrictions made it impracticable to convene a company's Annual General Meeting in the manner prescribed by its Articles of Association, the court had jurisdiction under section 142 of the Companies Act 2012 to grant leave for the meeting to be held by electronic means, subject to obtaining prior no-objection from Uganda Securities Exchange and compliance with applicable law.

Outcome

Application granted with conditions

Facts

Uganda Clays Limited is a public company listed on the Uganda Securities Exchange with approximately 2,800 members. The company was required to convene its Annual General Meeting for the year ended 31st December 2019. Its Articles of Association required physical attendance with a quorum of members holding at least 45% of issued shares present in person or by proxy. Due to COVID-19, the Government of Uganda imposed restrictive measures under the Public Health Act including a ban on public meetings and prohibition of entry into Uganda. These measures made it impracticable to convene the meeting in the usual manner. Marion Adengo Muyobo, a shareholder holding 453,800 ordinary shares, applied for leave to convene the meeting by electronic means. The Acting Managing Director confirmed the company did not oppose the application.

Issues

  1. Whether the court should grant leave to Uganda Clays Limited to convene and conduct its Annual General Meeting by electronic means in light of COVID-19 restrictions on public gatherings.

Orders

  • Uganda Clays Limited is granted leave to convene and conduct the Annual General Meeting for the year ended 31st December 2019 by electronic means subject to obtaining a prior no-objection from Uganda Securities Exchange and complying with all applicable notices issued under the Companies Act, the Uganda Securities Exchange Listing Rules 2003 and any other applicable law.
  • The costs of this application are to be met by the company.

Rules and key headnotes

Company Law — General Meetings — Power of Court to Order Alternative Meeting Procedures
Where it is impracticable to call or conduct a meeting of a company in the manner prescribed by its articles or the Companies Act, the court may under section 142 of the Companies Act 2012 order that a meeting be called, held and conducted in such manner as the court thinks fit.
Company Law — General Meetings — Virtual Meetings — COVID-19 Restrictions
Government restrictions on public gatherings imposed to combat COVID-19, including bans on public meetings and prohibition of entry into Uganda, constitute impracticability within the meaning of section 142 of the Companies Act 2012 justifying the holding of a company's Annual General Meeting by electronic means.
Statutory Interpretation — Companies Act — Purpose of Section 142
The purpose of section 142 of the Companies Act 2012 is to enable the court to give directions to overcome practical difficulties so that a company's affairs can be conducted where they might otherwise be stymied.
Company Law — General Meetings — Communication at Meetings
Corporate law should allow directors or shareholders to meet in any manner in which all members can communicate with one another rather than requiring physical presence, and the word 'communicate' at meetings should be interpreted flexibly to allow online meetings of a corporation.

Legislation cited (8)

Cases cited (1)

  • Ghalib Hussain & Abdul Sattar v Wycombe Islamic Mission and Mosque Trust Limited & Tasawar Iqbal [2011] EWHC 971 (Ch)

Full judgment

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The original judgment as reported. Read the original PDF before relying on any passage.

IN RE Uganda Clays Limited (COMPANY CAUSE NO 16 OF 2020) 2020 UGHCCD 187 (17 August 2020)
Source: this page presents Wakilii’s issue analysis and metadata for a publicly reported Ugandan judgment. Any AI-generated summary is marked as such. Judgment text is sourced from the Uganda Legal Information Institute (ulii.org). Wakilii is not affiliated with ULII.