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IN THE COMPANIES TRIBUNAL OF SOUTH AFRICA
Case no.: CT02525ADJ2025
In the ex parte application of:
MIDDELVELD TREKKERS & IMPLEMENTE (PTY) LTD Applicant
Presiding member: Richard Bradstreet
Date of decision: 7 January 2026
DECISION (Reasons and Order)
1. The Applicant is Middelveld Trekkers & Implemente (Pty) Ltd, a private
company incorporated in terms of the laws of the Republic of South Africa,
with registration number 1975/001259/07, and its principal place of business
at 234 Cowen Ntuli Street, Middelburg, 1050.
2. This application is for an exemption from the requirement to appoint a Social
and Ethics Committee (“SEC”) in terms of section 72(5)( b) of the Companies
Act 71 of 2008 (“the Act”) on the basis that, having regard to the nature and
extent of its activities, it is not reasonably necessary in the public interest for
such a committee to be appointed.
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3. The Applicant is closely held, having only two shareholders who are both also
directors. The founding affidavit, deposed to by one of its directors, explains
that its business activities are limited in scope and do not involve operations of
a nature that would ordinarily raise concerns relating to social and economic
development, environmental impact, consumer relationships, or public interest
considerations of the kind contemplated in regulation 43. There is nothing on
the papers to suggest that the Applicant’s operations engage with the broader
public in a manner that would require formal oversight by an SEC in order to
achieve the purposes of the Act.
4. The submission is also made that the Applicant does not operate in a
regulated industry, does not conduct activities that would ordinarily attract
heightened ethical, environmental, or social scrutiny, and does not employ a
workforce of such size or complexity that structured oversight through an SEC
would be required. Although the scale and impact of a company’s operations
are central to the enquiry under section 72(5)( b), it is also relevant that the
Applicant’s affairs are managed directly by its directors, who remain subject to
the fiduciary duties and standards of conduct imposed by the Act. The
absence of an SEC does not relieve the board of its statutory obligations, and
nothing in the papers suggests that these responsibilities are not being
exercised.
5. On the facts placed before the Tribunal, it does not appear to be reasonably
necessary in the public interest for the Applicant to be required to appoint an
SEC. Requiring it to do so would not advance the public interest objectives
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underlying section 72 and regulation 43 in any material way. The Applicant
has therefore shown good cause for the exemption sought.
ORDER
6. The Applicant is exempted from the requirement to appoint a social and ethics
committee in terms of section 72(5)(b) of the Companies Act 71 of 2008, for a
period of five (5) years from the date of this decision.
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Richard Bradstreet
Member of the Companies Tribunal
7 January 2026