CASE HIGHLIGHTS

22 August 2025

Extension to hold an Annual General Meeting: Eskom Rotek Industries SOC Ltd. (applicant) The Companies Act requires public companies to hold AGMs annually, with possible extensions granted by the Tribunal. However, Eskom Rotek Industries SOC Ltd. last held its AGM on the 30th of August 2019. The Companies Tribunal had initially extended its duty to hold an AGM to the 2nd of May 2025; however, the Applicant was unable to hold the AGM and thus requested a further extension—beyond the 15 months after the last AGM—due to the changes to the notes of its financial statements, which required a resubmission to be done to the Eskom Holdings Audit Committee. The Companies Tribunal was satisfied that the Applicant had shown good cause as to why the AGM could not be held within the prescribed period required by the Act. Order: The Applicant is granted an extension to hold its AGM before the 31^st of November 2025. To read more about this case: files/files/CT02219ADJ2025.pdf   Name dispute Pick n Pay Retailers (PTY) Limited (Applicant) vs Smart Shopper Trade (PTY) Limited (First Respondent) and Companies and Intellectual Property Commission (Second Respondent) Established in 1967, Pick n Pay Retailers (PTY) LTD is a leading African retailer with over 1000 stores across South Africa, including hypermarkets, supermarkets, express, clothing, and liquor formats. Pick n Pay Retailers (PTY) LTD established the SMART SHOPPER loyalty programme at the end of 2010, which enables customers to accumulate points and earn rewards, including cash vouchers redeemable at Pick n Pay stores. The First Respondent's company name incorporates the Applicant's SMART SHOPPER trademark, and the term "Trade" may not accurately describe the First Respondent's business activities, which could potentially involve goods or services similar to those provided by the Applicant. The Companies Act prohibits registering company names that are identical or confusingly similar to existing companies, trademarks, or entities. After evaluating the case, the Tribunal determined that the First Respondent’s company name did not comply with the provisions of Section 11(2)(c) of the Act, and it falsely implied that the First Respondent is associated with the Applicant. ORDER: 

• Granted the Applicant’s application.
• Directed the First Respondent to change its name to one which does not incorporate and is not confusingly and or deceptively similar to the Applicant's trademark. It must not include the name SMART SHOPPER, or a name phonetically identical to the words SMART SHOPPER in the new name.
• Directed the First Respondent to file a notice of an amendment of its Memorandum of Incorporation, within thirty (30) days of receipt of this order to change its name as per the above paragraph.
• Exempted the First Respondent from the requirement to pay the prescribed fee for filing the notice of amendment contemplated in this order.
• Ordered the Second Respondent, in the event that the First Respondent fails to comply with the order within thirty (30) days of the Tribunal's decision herein, the Second Respondent is ordered to change the First Respondent's company name to its registration number, i.e.,” 2023/517068/07 (Pty) Ltd.”
• Ordered the First Respondent to pay the costs of this application; and instructs the Registrar of the Tribunal to bring this ruling to the attention of the First and the Second Respondents within five business (5) days of the date of this order.

  To read more about this case: files/files/CTO2173ADJ2O25.pdf   Exemption from the requirement to constitute a social ethics committee Transflow (RF) Proprietary Limited (Applicant) The applicant sought exemption from the social ethics committee requirement, arguing it was not necessary or in public interest due to the company's nature and the fact that the company does not have any employees. The applicant's public interest score exceeded 500 in the previous financial year, typically requiring a social and ethics committee. However, the applicant argued that a social and ethics committee is unnecessary for their insolvency-remote special purpose vehicle, which manages vehicle financing agreements, controlled and administered by SA Taxi Holdings (Pty) Ltd, and has no direct impact on the environment, health, or public safety, and has no employees. The Companies Act was amended in 2024 and went into effect on the 27th of December 2024; the amendment made it mandatory for applicants to publish their intention to do so before submitting the application to the Tribunal. The applicant in this case brought an exemption application to the Tribunal but had not yet submitted any submissions regarding the absence of regulations regarding publishing the notice. The matter could not be decided on merit, as there was no compliance with the amended Companies Act. ORDER:  The application was refused. To read more about this case: files/files/CT02235ADJ2025.pdf   Directorship disputes Choane Developments (Pty) Ltd (Applicant) vs Bongani Manjanja (Respondent) The Companies Tribunal has ruled in favour of removing the Respondent as a director of Choane Developments (PTY) LTD. The Application was brought to the Tribunal by Mr Tumelo Simon Choane, who is a director of the Applicant. The company was assigned by the Department of Agriculture and Land Reform to build workman's residences at Zuurwater Farm in Springbok, Northern Cape. Due to insufficient funds, Choane partnered with NuMedia Direct Marketing, and Manjanja became a director but not a shareholder. Manjanja used Choane Developments' business card to access funds for personal use, leading to financial obligations being unmet and the Applicant's account being closed. When asked to resign from Choane Developments, Manjanja refused to resign from the company, causing the company to fail. The Tribunal found that the Respondent neglected his duties as a director, misused the Applicant's business account for personal expenses, and caused the company to fail due to lack of funds. This led to insurance cancellations and the Applicant became tax non-compliant. The Respondent's reckless actions resulted in the company's closure, highlighting the Respondent's failure to exercise his duties as a director in good faith and the best interest of the company.   ORDER: Granted

• The Respondent is removed as a director of Choane Developments (Pty) Ltd), (registration number 2015/415837/07) in terms of Section 71(8) of the Act.

• The Companies and Intellectual Property Commission is hereby ordered to remove Bongani Manjanja (the Respondent), as director of Choane Developments (Pty) Ltd, under registration number (2015/415837) within a period of 10 (ten) days from date of receipt of this order.

• The Registrar of the Tribunal is hereby directed to deliver a copy of this order to the Commissioner of the Companies and Intellectual Property Commission within 5 (five) days from date of handing down of this order.

To read more about this case: files/files/CT02199ADJ2025-.pdf