Meikles Limited's boardroom battle reaches boiling point

Nyashadzashe Ndoro

Chief Reporter

A high-stakes legal battle is unfolding in the High Court of Zimbabwe, with Stewart Phillip Cranswick, a shareholder and former director of Meikles Limited, seeking to challenge resolutions made at an extraordinary general meeting (EGM) held on December 18, 2024.

The EGM, which was convened virtually, saw the removal of Cranswick and three other non-executive directors, namely Rugare Chidembo, James A Mushore, and Simon Hammond. The meeting also appointed new directors, including Fayaz King, Marcel Golding, and Benjamin Ward.

Cranswick's application, filed on January 6, 2025, seeks an order to stay the implementation of the resolutions made at the EGM, pending the determination of a matter in case number HCH 5848/2024. The application also seeks to nullify the appointment of the new directors and remove John Ralph Thomas Moxon, a respondent in the matter, from the directorship of Meikles Limited.

In his founding affidavit, Cranswick alleges that the EGM was not conducted lawfully, with some shareholders and directors being muted during the virtual meeting. He also claims that the meeting was a sham and that the resolutions made were not valid.

"The EGM was convened virtually at 11:00hrs. At the EGM, Mr Simon Hammond requested to address the shareholders present and I gave him that opportunity. He advised the shareholders present that he was speaking on behalf of all non- executive directors of the 1st Respondent and he proceeded to state the position of the non-executive directors by reading the joint statement of the non-executive directors as contained in the statement that they published on 11 November 2024," the applicant stated.

"After that, he advised the members that all non-executive directors met on 18 December 2024 before the EGM and appointed the following people as directors of the 1st Respondent, Ronald Farai Mushoriwa, Sharon Bwanya, Christopher John Smith, Isiah Tendai Mashinya, Bruce Henderson, Alex Makamure and Charles Gardner. After announcing the "appointment" of these individuals as directors, he then advised the shareholders that all the non-executive directors who were subject of the EGM tender their resignation.

"In terms of Article 88 of the Articles of Association of the 1st Respondent, the appointment of any director to fill a casual vacancy or as an addition to the board is only valid until the next ordinary meeting following their election. I attach hereto a copy of the articles as annexure MCH 9.

"Having been "appointed" prior to the EGM, the term of office of the "appointed" directors lapsed at the EGM, and they were supposed to be re-elected by the shareholders. This was not done."

However, in a responding affidavit, John Ralph Thomas Moxon, who is cited as the third respondent in the matter, denies Cranswick's allegations. Moxon states that the EGM was conducted in accordance with the law and the articles of association of Meikles Limited. He also denies that the meeting was a sham or that the resolutions made were not valid.

Moxon further argues that Cranswick's application is not urgent and that he has failed to disclose a cause of action. He also contends that the relief sought by Cranswick is incompetent and that the application should be dismissed with costs.

Meikles Limited has been embroiled in a controversy surrounding the disposal of a major asset, the 50% shareholding stake in Victoria Falls Hotel. The company has issued cautionary statements advising its shareholders of the proposed transaction, which requires shareholder approval.

The Zimbabwe Stock Exchange has also suspended trading in Meikles Limited's shares pending the resolution of the matter.

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