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Paul Nyakazeya
AN extraordinary general meeting of Renaissance Financial Holdings Ltd (RFHL) shareholders that was scheduled to have been held on Tuesday was called off on the back of what now appears to have been a fraudulent letter cancelling the same.
A notice dated January 16 purportedly authored by RFHL company secretary Lloyd Tsaura advised the Christopher Chetsanga board that it did not have the power to convene the requisitioned meeting, saying such power could not be exercised without the approval of the curator of Renaissance Merchant Bank as per section 54 (1) of the Banking Act (Chapter 24:20).
“Further take note that accordingly, the meeting has been postponed sine die (without a date) and members will be advised of further developments,” reads the notice in part.
However, Tsaura has distanced himself from the notice.
“I take great exception to such conduct as I am not the author of the notice dated 16 January. Such action borders on criminality as it amounts to misrepresentation which might lead to fraud,” he said. “In future if such notices are to be circulated, I believe I should be consulted as they are being done in my name, thereby putting my life at stake. Be guided accordingly.”
An internal memorandum from RFHL on Wednesday said the meeting would now be held next Wednesday.
“Take notice that on Tuesday 17 January 2012, the requisitioned EGM of members of the company was adjourned in terms of Section 130 of the Companies Act (Chapter 24:03) , to Wednesday January 25 2012,” the memorandum said.
According to a notice to shareholders by Tsaura, dated January 10, RFHL shareholders –– Patterson Timba, Dunmore Kundishora and Clementine Sibve –– issued a notice to the company requisitioning an EGM of members in terms of section 126 of the companies Act (Chapter 24:03).
“Further take notice that the directors of the company, after consulting the company’s legal practitioners, have resolved to accede to the requisition notice and call for an Extraordinary Meeting of members to be held on Tuesday, January 17 2012 at 0900 hours in the Main Board Room, ReNaissance Financial Holdings Limited, 1st Floor, Functions Room ReNaissance Park, 100 Borrowdale Road, Borrowdale, Harare,” the memorandum said.
The meeting was requisitioned for the purposes of debating and passing resolutions to fire directors Christopher Chetsanga, Collin Kuhuni and Monica Mukonoweshuro.
The three are accused of conducting themselves in a manner not consistent with their fiduciary duties in terms of the law and Memorandum and Articles of Association amid accusations that they conspired to dispose of RFHL businesses and investments without shareholder approval and proper valuations.
In their conduct, the directors in question usurped the role of RFHL shareholders, Timba and company claimed.
“In addition, the members are alleged to have conspired with the curator of the bank in the theft of depositors’ funds,” the notice said.
According to a legal opinion, dated January 9, to RFHL acting CEO Bart Mswaka, signed by Addington Chinake of Kantor & Immerman, the meeting was supposed to have gone ahead.
Chinake said the directors were supposed to have been afforded a chance to defend themselves.
“The board is obliged to call the meeting and place the items proposed for discussion on the agenda. The meeting will be chaired by the normal/ordinary chairman of the consultant until such time as any directors are removed or the board is re-constituted,” Chinake said.
Chinake said the order of business and manner in which the meeting would be held would be guided by the Articles of Association of the company, adding that it was prudent for the usual chairman’s statement to be prepared, with appropriate insertions that place the meeting in context and give it direction.
He recommended that the directors should not resign from the board prior to the meeting and without giving their side of the story.
“The chairman must afford each director an opportunity to respond to the allegations, and if necessary, call on expert evidence to support or defend the directors’ case,” Chinake said.
He also recommended that the curator be called to give a brief presentation to members detailing why RMB went into curatorship, what he has done since he took office, a summary of the proposed NSSA transaction and its status.
The curator was also expected to give an update on the conditions precedent and relationships with regulators and the various approvals received to date.
“We believe that this meeting may represent a strategic opportunity to achieve closure with shareholders in respect of the NSSA transaction and therefore the board may wish to explore introducing a further resolution that ratifies the conduct of the directors and authorises the consummation of the NSSA transaction,” Chinake said.
There have been allegations that the board has been cowed by the curator and the Reserve Bank.
Insiders said the board was divided over the issue with some wondering why the curator avoids dealing with shareholders.
Some board members have questioned the curator’s interference with RFHL as the company is not under curatorship, but its subsidiary Renaissance Merchant Bank.
The curator, Reggie Saruchera, maintains everything is above board and that he is conducting his work in a professional manner. Some analysts say Saruchera should be left to do his job without interference until the curatorship is completed.
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