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:

• The introduction of customer verification process for vetting of CM29 transactions;
• The requirement of Identification documents for all transactions;
• The additional requirements for manual CM29's i.e notice of the meeting and extract of the minutes where resolution was taken;
• The discontinuation of electronic credit card payments; and
• CIPRO is also working closely with the banks to mitigate fraudulent activities as they have access to CIPRO database.

The public must be aware that any person who makes changes to information on the CIPRO database without the company or close corporation authorisation is committing an offence and will be subjected to prosecution as a consequence thereof. It should further be noted that CIPRO is not authorised to change any corporate information without the necessary prescribed forms received from the relevant authority within the business entity. CIPRO further encourages companies and close corporations to regularly check their profiles on the CIPRO database to ensure information is correct and up to date. A notice to this effect was published last year and is available on the CIPRO website.

On the CIPRO website a fraud-alert mail address is displayed, [email protected], where clients can disclose and report fraud should they be aware of areas where fraud can occur or has occurred.

Statement issued by Dr Elsabé Conradie, CIPRO, September 9 2010

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