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IN THE COMPANIES TRIBUNAL OF SOUTH AFRICA
HELD AT PRETORIA
Case no: CT02399ADJ/2025
In the matter between:
LAUNA JOANNA RAY BAGNALL – Applicant
and
SHANNON ROGOTZKI – First Respondent
BT GAMES (PTY) LTD – Second Respondent
DIGITAL KIDZ (PTY) LTD – Third Respondent
ULKO ACTIVE WEAR (PTY) LTD – Fourth Respondent
COMPANIES AND INTELLECTUAL PROPERTY COMMISSION – Fifth
Respondent
Tribunal Member: D Terblanche
Date of Hearing: 25 March 2026
Date of Ruling: 10 April 2026
RULING – DECISION AND REASONS
A. INTRODUCTION
The Parties
1. The Applicant, Launa Joanna Ray Bagnall (“Applicant” or “Bagnall”), is an
adult businesswoman.
2. The First Respondent, Shannon Rogotzki (“First Respondent” or “Rogotzki”),
is an adult businesswoman.
3. The Second Respondent is BT Games (Pty) Ltd (reg. 2005/009144/07)
(“Second Respondent” or “BT Games”), a private company incorporated
under South African law, with its registered office at 239 Trademark Road,
Northlands Industrial Park, Epsom Road, Gauteng, 2169.
4. The Third Respondent is Digital Kidz (Pty) Ltd (reg. 2013/131514/07) (“Third
Respondent” or “Digital Kidz”), a private company incorporated under South
African law, with its registered office at Plot 31 Riverside Road, Riverside
Estates, Lanseria, Gauteng, 1740.
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5. The Fourth Respondent is Ulko Active Wear (Pty) Ltd (reg. 2014/129510/07)
(“Fourth Respondent” or “Ulko”), a private company incorporated under South
African law, with its registered office at 239 Trademark Road, Northlands
Industrial Park, Hoogland, 2169. The Second to Fourth Respondents are
referred to collectively as “the Companies”.
6. The Fifth Respondent is the Companies and Intellectual Property Commission
(“CIPC”) (“Fifth Respondent” or “CIPC”), a juristic person established under
the Companies Act 71 of 2008 (“the Act”), a party to this application for the
limited purpose of giving effect to any final order.
Nature of the Proceedings
7. This matter concerns a directorship dispute between two sisters who are co-
directors and co-shareholders in the Companies.
8. The Applicant seeks: (a) confirmation of resolutions passed on 15 August
2025 purporting to remove the First Respondent as director of BT Games and
Digital Kidz under section 71(1) of the Act; alternatively, (b) the First
Respondent’s removal from all three Companies under section 71(8) of the
Act.
9. The First Respondent opposes the application and counter -applies for the
Applicant’s removal from the Companies under section 71(8) of the Act.
10. Each party alleges the other has neglected or been derelict in performing her
directorial functions, alternatively that she is ineligible or disqualified under
section 69 of the Act.
B. PROCEDURAL HISTORY
11. Following the filing of the main application (CTR142) and counter -application
(CTR145), the Tribunal issued a directive on 12 December 2025 that:
consolidated the two applications; dismissed the discovery application at that
stage; joined the three Companies as necessary parties and the CIPC for
limited purposes; closed pleadings; and directed the Registrar to convene a
pre-hearing conference.
12. At the pre- hearing conference on 26 February 2026, the parties confirmed
service on the joined companies, agreed to a one- day hearing, and
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established a filing timeline for heads of argument, a joint practice note, and
the enrolment date for the hearing on 25 March 2026.
13. The parties identified the primary legal issue as whether the First Respondent
resigned as director via her WhatsApp message of 28 January 2025. A finding
of resignation would render the alternative removal claims unnecessary.
14. The joint practice note filed on 24 March 2026 formalised these arrangements
and listed the remaining issues, including the alternative section 71(8)
removal claims and the procedural validity of the counter-application.
C. FACTUAL BACKGROUND
15. The Applicant and the First Respondent are sisters and the only two directors
of the Companies. Together with their late mother, Jenny Wood (“the late
Wood”) (deceased 19 December 2023), they were also the shareholders in all
three Companies. The late Wood’s shares in the Companies are now held by
her estate during the winding-up process.
16. The Applicant and the First Respondent are in dispute regarding the allocation
of their shareholding interests and their respective responsibilities in the
operational management of the Companies.
17. Following their mother’s death, the sisters’ relationship deteriorated — initially
over an amount the late Wood advanced to the First Respondent’s partner
which the Applicant maintains should form part of the late Wood’s estate as it
was a loan, and the First Respondent maintains the late Wood wrote off, and
then across all business matters. The professional relationship has irreparably
deteriorated, a fact mutually acknowledged by both parties, resulting in
adverse effects on the Companies.
18. On 28 January 2025, the First Respondent sent the Applicant a WhatsApp
message stating: “I resign. I can’t do this anymore. We need lawyers. I’m not
interested in dealing with you!” (“I resign… ”). The Applicant views this as the
First Respondent’s resignation from company directorships, while the First
First Respondent’s resignation from company directorships, while the First
Respondent claims it was merely an impulsive, emotional reaction — not an
official resignation.
19. After Ulko conducted an internal investigation, the First Respondent’s
employment was terminated on 21 July 2025.
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20. On 15 August 2025, the shareholders’ meetings of BT Games and Digital Kidz
resolved to remove the First Respondent from the position of director. The
legitimacy of both the dismissal and the resolutions remains contested.
D. THE APPLICANT’S CASE
21. The Applicant’s case rests on the contention that the “I resign…” WhatsApp
message of 28 January 2025 constituted a clear, unconditional, and legally
effective written resignation under section 70(1)(b) of the Act read with the
Electronic Communications and Transactions Act 25 of 2002 (“ECTA”) — a
unilateral act requiring no acceptance. She relies on Monareng v Dr JS
Moroka Municipality (J718/21) [2022] ZALCJHB 66; [2022] 8 BLLR 756 (LC);
(2022) 43 ILJ 1855 (LC) and the Labour Appeal Court judgment in the same
matter (3 July 2024) for the proposition that resignation is effective upon
communication and cannot be withdrawn without the recipient’s consent.
22. The Applicant submits that the First Respondent thereafter abandoned all
directorial functions, obstructed governance, and engaged in conduct
incompatible with her fiduciary obligations under section 76 of the Act.
23. For BT Games and Digital Kidz, the Applicant seeks confirmation of the
August 2025 removal resolutions, or alternatively removal under section 71(8),
on grounds including: refusal to supply the CIPC one- time PIN; conflict of
interest involving the Wood Estate executor; valid passage of resolutions at
the 15 August 2025 meeting; improper CoR168 filings; and
misrepresentations to Standard Bank.
Ulko Active Wear — Grounds for Removal Under Section 71(8)
24. For Ulko, the Applicant seeks removal of the First Respondent under section
71(8) on grounds including:
24.1 Abdication of directorial duties. The First Respondent is alleged to
have ceased meaningful participation in the governance and operational
management of Ulko, abandoning the responsibilities that attach to her
office as director and leaving the Applicant to bear the full burden of
office as director and leaving the Applicant to bear the full burden of
directorial oversight unilaterally.
24.2 Refusal to cooperate with the resignation process. Following what
the Applicant characterises as the First Respondent’s resignation, the
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First Respondent declined to take the steps necessary to give effect to
that resignation, including her refusal to provide the CIPC one- time PIN
required to update the company’s directorship records. The Applicant
submits this refusal obstructed the orderly administration of the
company’s statutory obligations.
24.3 Obstruction of governance and disciplinary proceedings. The First
Respondent is alleged to have actively impeded internal governance
processes, including disciplinary proceedings initiated against her in her
capacity as an employee of Ulko, thereby undermining the Applicant’s
ability to manage the company’s affairs and workforce in accordance
with its governance framework.
24.4 Dismissal for gross misconduct as an employee. The First
Respondent was dismissed from her employment with Ulko following a
disciplinary process in which she was found guilty of gross misconduct.
The Applicant submits that this finding is directly relevant to her fitness to
continue as a director, as the conduct that warranted dismissal is
incompatible with the standards of integrity and accountability required of
a person in a position of fiduciary responsibility.
24.5 Unauthorised retention of company property and misuse of bank
accounts. The First Respondent is alleged to have retained company
property without authorisation following her dismissal and to have
misused company bank accounts, including conducting or authorising
transactions outside the scope of her authority and in a manner
prejudicial to the company’s interests.
24.6 Destruction of the trust relationship. The Applicant submits that the
cumulative effect of the First Respondent’s conduct has irreparably
destroyed the trust relationship that must subsist between co- directors.
Relying on Visser Sitrus (Pty) Ltd v Goede Hoop Sitrus (Pty) Ltd 2014 (5)
SA 179 (WCC), she argues that where mutual trust has broken down
beyond repair, continued co- directorship is untenable regardless of
beyond repair, continued co- directorship is untenable regardless of
whether any single act of misconduct would independently justify
removal.
24.7 Threats of winding- up proceedings. The First Respondent is alleged
to have threatened to bring winding- up proceedings against Ulko, which
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the Applicant characterises as an act of bad faith designed to coerce
rather than to advance any legitimate governance or shareholder
interest. The Applicant submits that deploying the threat of winding-up as
a pressure tactic constitutes conduct inimical to the company’s survival
and to the interests of its stakeholders.
24.8 Bad faith CCMA litigation. The First Respondent instituted proceedings
before the Commission for Conciliation, Mediation and Arbitration
following her dismissal. The Applicant characterises this litigation as
pursued in bad faith and as forming part of a broader campaign of
harassment and obstruction directed at the company and its
management, rather than as a genuine attempt to vindicate employment
rights.
24.9 Group governance risk. The Applicant submits that the First
Respondent’s conduct does not affect Ulko in isolation but poses a
systemic risk to the governance of the broader group of companies,
which includes BT Games and Digital Kidz. Her continued presence as a
director of any entity within the group is said to compromise the integrity
of group- level decision- making, create regulatory exposure, and
undermine the confidence of third parties — including financial
institutions — in the group’s leadership and accountability structures.
25. In her replying affidavit, the Applicant contends that the First Respondent’s
own admission that she wrote and sent “I resign…” is fatal to her defence; that
the First Respondent gave contradictory accounts of the shareholding
structure; that her statements acknowledging non- participation in
management constitute abdication of duty under section 76(3) of the Act; and
that the counter-application is retaliatory, jurisdictionally defective, and should
be dismissed.
26. In her heads of argument, the Applicant relies on Spineco Medical
International (Pty) Ltd v Webb COMPTRI CT021NOV2014 (11 August 2015)
and Sikhumbuso Goodman Mtshali v Tshepo Lefutso COMPTRI
and Sikhumbuso Goodman Mtshali v Tshepo Lefutso COMPTRI
CT00482ADJ2020 at [9] for the definitions of neglect and dereliction;
on Pretorius v PB Meat (Pty) Ltd 2013 (5) SA 30 (SCA) for the proposition that
neglect, dishonesty, and breach of trust justify removal; and on Visser Sitrus
(Pty) Ltd v Goede Hoop Sitrus (Pty) Ltd 2014 (5) SA 179 (WCC) for the
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proposition that an irretrievable breakdown of mutual trust between directors
can render a director unfit. She submits the First Respondent’s bare denials
do not raise genuine disputes of fact under the Plascon-Evans principle.
E. THE FIRST RESPONDENT’S CASE
No valid resignation occurred
27. The First Respondent denies that any resignation occurred on 28 January
2025 and advances her defence on several fronts.
27.1 On the facts, she contends that the WhatsApp message was sent late at
night during an emotionally charged dispute, formed part of an ongoing
discourse about a potential future separation of business interests, and
was apologised for within hours. It was not a deliberate or considered act
of resignation but an emotional outburst expressing a desire to part ways
with the Applicant personally, not to vacate her directorship.
27.2 On interpretation, she relies on Endumeni to argue that the message
must be read in context — as one exchange in a prolonged and
deteriorating relationship — and that a sensible and businesslike reading
cannot sustain the conclusion that a single late- night WhatsApp to a
sibling simultaneously resigned her from three separate directorships
without reference to the companies or the CIPC.
27.3 On the Applicant’s own conduct, she submits that the Applicant’s
behaviour in the months that followed is decisive and irreconcilable with
any genuine belief that a resignation had occurred. The Applicant asked
her to sign off on financial statements the very next morning, described
the message as a “threat” to resign in February 2025, repeatedly
demanded a formal resignation in March 2025, accused her of directorial
dereliction as late as April 2025, and ultimately convened a formal
shareholders meeting in July 2025 to effect her removal — all of which
presuppose a continuing directorship.
27.4 On the BT Games MOI specifically, she relies on Harding and Table B
paragraph 65(c) of the Companies Act 61 of 1973, which requires written
paragraph 65(c) of the Companies Act 61 of 1973, which requires written
notice of resignation to both the company and the Registrar. A private
WhatsApp to a co-director satisfies neither requirement and is ineffective
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as a resignation from BT Games regardless of its subjective content or
intent.
The 15 August 2025 shareholders meeting was a nullity
28. The First Respondent advances three independent grounds on which she
contends that the shareholders meeting of 15 August 2025, and the
resolutions purportedly passed at it, are a nullity.
28.1 First, the notices convening the meeting were void ab initio . Section
61(1) of the Act permits a shareholders meeting to be called only by the
board or by a person designated in the MOI or rules. Neither BT Games
nor Digital Kidz had such a designation and no board resolution
authorising the meetings was ever passed. The Applicant acted
unilaterally and without authority.
28.2 Second, the removal mechanism was fundamentally misconceived.
Section 71(1) — removal by shareholder resolution — is available only
where a company has three or more directors. Both companies have
fewer than three. Section 71(8) expressly vests removal jurisdiction
exclusively in the Companies Tribunal in those circumstances. The
shareholder resolution route was simply not available to the Applicant,
rendering the purported resolutions invalid independently of any
procedural defect.
28.3 Third, the meetings were inquorate and could not lawfully have
commenced. Section 64(3) requires at least three shareholders
representing 25% of voting rights to be present before a meeting of a
company with more than two shareholders may begin. Each company
has three shareholders. Only the Applicant attended. Quorum
requirements are peremptory and cannot be waived by those present.
The resolutions are accordingly a nullity on this ground alone.
28.4 As a consequence, the First Respondent filed CoR168 notices under
regulation 168(6) of the Companies Regulations, 2011 challenging the
CIPC updates of 19 and 20 August 2025. The CIPC accepted those
challenges and restored her as a continuing director of both companies,
which she submits reflects the correct legal position throughout.
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The alternative section 71(8) grounds are without merit
29. The First Respondent contends that none of the statutory grounds advanced
under section 71(8) is established on the papers:
29.1 On abdication of directorial duties, she submits that the Applicant pleads
a bare conclusion without identifying any specific duties neglected,
meetings missed, or resolutions ignored. Her reduced participation in
governance was a direct and foreseeable consequence of the
Applicant’s own unlawful conduct in excluding her from management
and denying her access to company records — conduct she was entitled
to resist.
29.2 On refusal to cooperate with the resignation process, she submits that
this ground is entirely derivative of the resignation allegation which she
denies. Having never resigned, she could not be compelled to facilitate a
CIPC update or sign a CoR39 predicated on a resignation that never
occurred.
29.3 On obstruction of governance and disciplinary proceedings, she
contends that the disciplinary process was itself unlawful — initiated
unilaterally by the Applicant without board authority in circumstances
where the Applicant had already unlawfully excluded her from
management. Her refusal to participate was a legitimate defensive
response to a compromised process. Non- attendance at the
shareholders meeting was equally lawful as attendance is a right and not
an obligation.
29.4 On dismissal for gross misconduct as employee of Ulko, she submits that
the dismissal was procedurally and substantively unfair and is being
challenged before the CCMA. More fundamentally, she contends that
the Applicant entirely fails to explain how misconduct in an employment
capacity translates into neglect or dereliction in a directorial capacity —
two legally distinct relationships governed by distinct legal frameworks.
29.5 On retention of company property and misuse of bank accounts, she
submits that the Applicant fails to particularise what property was
submits that the Applicant fails to particularise what property was
retained, fails to annex any demand correspondence, and cannot expect
the Tribunal to trawl through voluminous annexures to construct a case
that the founding affidavit does not plead.
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29.6 On loss of trust, she acknowledges the breakdown of the relationship but
attributes it entirely to the Applicant’s own unlawful conduct — her
unilateral arrogation of sole decision- making authority, denial of access
to financial records, reduction of salary, and initiation of unlawful
disciplinary proceedings.
29.7 On threats of winding- up proceedings, she submits the threat was
entirely reasonable in the circumstances and was a legitimate legal
response to being unlawfully excluded from the governance and affairs
of the companies.
29.8 On CCMA litigation, she submits that recourse to the CCMA was the
proper and lawful exercise of her rights as an employee and cannot
constitute bad faith conduct in her capacity as director.
29.9 On group governance risk, she denies the allegation and submits that
any governance dysfunction in the group is attributable solely to the
Applicant’s unilateral and unlawful conduct.
29.10 The First Respondent contends that her communications with Standard
Bank, in which she asserted her continuing directorship, were legally
correct. She had never resigned and had never been validly removed.
Asserting the truth of her legal position to the companies’ bankers was
not a misrepresentation and did not constitute bad faith conduct.
The First Respondent’s Counter-application
30. In her counter-application, the First Respondent seeks the Applicant’s removal
on three grounds:
30.1 Unlawful exclusion from management and denial of access to financial
records, preventing finalisation of annual financial statements, in breach
of section 66(1) of the Act;
30.2 Failure to disclose a personal financial interest in Golfers Cut Trading
CC, whose sole member is the Applicant’s domestic partner, in breach of
section 75(5) of the Act; and
30.3 Causing company funds totalling R245,770.26 to be applied toward her
personal legal costs without board authority.
31. In her replying affidavit and heads of argument, the First Respondent
31. In her replying affidavit and heads of argument, the First Respondent
produces emails from the Applicant dated 5 February, 6 February, and 4
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March 2025 in which the Applicant refers to the WhatsApp as a “threat” to
resign and asks the First Respondent to “submit your resignation” —
confirming that both parties understood no resignation had occurred.
32. She relies further on:
32.1 Molusi v Voges NO 2016 (3) SA 370 (CC) (“Molusi”) and Minister of Land
Affairs v D&F Wevell Trust 2008 (2) SA 184 (SCA) (“ Wevell Trust”) for
the requirement that an applicant must make out its case on the
founding affidavit;
32.2 Grancy Property Ltd v Gihwala (ZAWCHC 2014) and Gihwala v Grancy
Property Ltd 2017 (2) SA 337 (SCA) (“ Gihwala”) and Smuts v
Kromelboog Conservation Services [2024] JOL 67686 (SCA) (“ Smuts”)
for the impermissibility of paying personal legal costs from company
funds;
32.3 Msimang NO v Katuliiba [2013] JOL 30522 (GSJ) (“ Msimang”) for the
proposition that preventing preparation of annual financial statements
constitutes gross negligence;
32.4 Wightman t/a JW Construction v Headfour (Pty) Ltd [2008] ZASCA 152;
2009 (3) SA 600 (SCA) (“ Wightman”) for the principle that bare denials
of facts within a respondent’s exclusive knowledge do not raise genuine
disputes of fact; and
32.5 Langeni v SAWIMA [2023] ZAGPJHC 1309 for the threshold applicable
to removal under section 71(8)(b), and on Cassim et al, Contemporary
Company Law for the scope of a director’s duty not to exceed authority.
F. EVALUATION AND ASSESSMENT
INTRODUCTION
33. The Tribunal considered the parties’ extensive affidavits, submissions,
arguments, and representations when reaching its decision in this matter.
34. The Tribunal can remove directors under sections 71(8) and 71(3) of the Act
when a company has fewer than three directors. Any director or shareholder
may apply for removal based on grounds in section 71(3) of the Act:
ineligibility or disqualification (section 69), incapacity, or neglect of duty.
35. Section 76(3) of the Act prescribes the standards of directors’ conduct. A
35. Section 76(3) of the Act prescribes the standards of directors’ conduct. A
director must exercise powers and perform functions in good faith and for a
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proper purpose; in the best interests of the company; and with the degree of
care, skill and diligence reasonably expected of a person carrying out the
same functions and having the director’s general knowledge, skill and
experience. Conduct contrary to section 76 can constitute the factual basis for
an allegation of neglect or dereliction under section 71(3)(b) of the Act.
36. Section 75(5) of the Act obliges a director who has a personal financial
interest in a matter to be considered at a board meeting — or who knows that
a related person has such an interest — to disclose the interest and its
general nature before the matter is considered, and not to execute any
document on behalf of the company in relation to the matter unless
specifically directed to do so by the board.
37. The Tribunal applies the balance of probabilities standard. As confirmed
in Novukuza v Thusi (CT00999ADJ2022) [2022] COMPTRI 33 (27 July 2022)
at [39], the burden rests on the party asserting each ground and does not shift
to the respondent. An applicant must make out its case on the founding
affidavit (Molusi v Voges NO 2016 (3) SA 370 (CC) at para [27-28]).
38. The Tribunal rejects the Applicant’s attempt to inversely apply the Plascon-
Evans rule (Plascon-Evans Paints Ltd v Van Riebeeck Paints (Pty) Ltd 1984
(3) SA 623 (A)) against the First Respondent. The onus remained on the
Applicant throughout and was not discharged by the First Respondent’s
alleged non- engagement; each ground still required independent evidential
foundation in the founding papers. The Tribunal further notes that the
complementary Wightman principle ( Wightman t/a JW Construction v
Headfour (Pty) Ltd[2008] ZASCA 152; 2009 (3) SA 600 (SCA)) — that a bare
denial is inadequate where the relevant facts lie peculiarly within the denying
party’s knowledge — operates in opposite directions across the two sets of
proceedings: it assists the First Respondent where the Applicant’s founding
proceedings: it assists the First Respondent where the Applicant’s founding
evidence is conclusory on matters within her own knowledge, and it operates
against the Applicant in the counter -application where her bare denials of the
Golfers Cut and legal fees allegations are inadequate responses to matters
exclusively within her knowledge.
Procedural Objections
39. The Tribunal dismisses all three procedural objections raised by the Applicant.
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39.1 Intermingling of answer and counter -application: The counter -
application was sufficiently pleaded in the answering affidavit, the
Applicant responded to it fully, and no prejudice was demonstrated. The
parties agreed the document would form part of the hearing record. As
confirmed in Smith NO v Malan NO 2024 (4) SA 624 (FB) at [26]: “It is
trite that counter -applications are subject to the general principles
applicable to applications… [T]he evidence pleaded in the answering
affidavit also serves to support the relief claimed in the counter -
application.”
39.2 Jurisdiction: The First Respondent does not seek relief on employment,
shareholding, or estate matters. Her grounds for removal — exclusion
from management, non- disclosure of a personal financial interest, and
misuse of company funds — fall squarely within the Tribunal’s
jurisdiction under section 71(8) of the Act.
39.3 Unclean hands: The shareholding dispute is not determinative of the
removal grounds, which stand independently on the conduct alleged.
THE MAIN APPLICATION
The First Respondent’s Resignation — BT Games, Digital Kidz and Ulko
40. All three removal cases are connected by the WhatsApp message of 28
January 2025. The Tribunal finds that no valid resignation was effected, for
five reasons.
40.1 Read contextually in accordance with the approach in Endumeni, the
message was sent late at night during a heated exchange about the
breakdown of the parties’ relationship. It formed part of an ongoing
discourse about a potential future exit, not a deliberate and considered
act of resignation.
40.2 The Applicant’s own contemporaneous conduct is decisive. On 29
January 2025 she asked the First Respondent to sign off on financial
statements. Her email of 5 February 2025 described the message as a
“threat” to resign. Further emails of 6 February and 4 March 2025 — in
one of which the Applicant expressly asked the First Respondent to
“submit your resignation” — confirm that both parties understood no
“submit your resignation” — confirm that both parties understood no
resignation had yet occurred.
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40.3 The convening of a shareholders’ meeting on 31 July 2025 to formally
remove the First Respondent is irreconcilable with the claim that she had
already resigned six months earlier. One cannot seek to remove a
director who has already left office.
40.4 BT Games’ MOI incorporates Table B paragraph 65(c) of the Companies
Act 61 of 1973, which requires written notice of resignation to both the
company and the Registrar. By virtue of section 15(2)(a)(iii) of the 2008
Companies Act, this more onerous provision prevails. A private
WhatsApp message to a sibling, not directed to the company and never
communicated to the CIPC, satisfies neither requirement.
40.5 The First Respondent has maintained throughout that the message was
not intended as a resignation. The Applicant’s attempt to expose an
internal contradiction in this position is unpersuasive.
41. Finding: The First Respondent did not resign as director of the Companies on
28 January 2025.
Removal under Section 71(1) of the Act — BT Games and Digital Kidz
42. The Applicant seeks confirmation of the resolutions of 15 August 2025
removing the First Respondent as a director of BT Games and Digital Kidz.
43. The Tribunal refuses to confirm the resolutions of 15 August 2025, on
jurisdictional grounds and on two independent procedural grounds for the
reasons set out below.
44. The Tribunal’s powers under section 71 are strictly remedial and
circumscribed. The authority to order a director’s removal vests exclusively in
section 71(8) read with section 71(3). The Tribunal has no jurisdiction over
shareholder resolutions passed under section 71(1) or (2), which remain the
exclusive domain of shareholders. The Tribunal cannot validate or set aside
these resolutions; only the High Court has authority to declare them invalid.
45. The Tribunal’s assessment is restricted to whether the First Respondent
remains a director, thus empowering the Tribunal to engage section 71(8)
read with section 71(3) of the Act.
read with section 71(3) of the Act.
46. The Tribunal has determined that section 71(3) of the Act applies in this case,
allowing the Tribunal to decide if the First Respondent should be removed as
director of BT Games and Digital Kidz. The mechanism under sections 71(1)
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and (2) of the Act that the Applicant used to attempt the removal of the First
Respondent was not available to the Applicant for the following reasons:
46.1 Section 71(1) of the Act was not available to the Applicant since all three
companies have fewer than three directors. This means director removal falls
exclusively under section 71(8), rather than the shareholder -meeting
approach in section 71(1) of the Act.
46.2 Arguments based on conflict -of-interest exclusions are unfounded. Section
75(5) deals with conflicts among directors at the board level and does not
affect shareholders’ voting rights. There is no equivalent rule that stops a
shareholder from voting at a general meeting due to personal interest. A
resolution passed with only one shareholder present (representing
approximately 33% of the voting rights) after excluding other shareholders is
invalid and considered a nullity — not because of any general Tribunal power,
but because it lacked proper legal authority (the meeting was inquorate and
the convening process was unauthorised).
Applicant’s Alternative Case — Removal under Section 71(8): BT Games and
Digital Kidz
47. Each of the five alternative grounds fails.
47.1 CIPC one -time PIN: This ground is entirely premised on a valid
resignation having occurred. The Tribunal has found that it did not. A
director who has not resigned bears no obligation to facilitate a process
predicated on a resignation that never took place. The First
Respondent’s refusal to provide the PIN was a lawful assertion of her
continuing directorship, not obstruction. This ground fails.
47.2 Wood Estate executor conflict: Section 75(3) disqualifies a conflicted
person from voting; it does not render them absent for quorum purposes.
Section 64(3) requires shareholders presentat the meeting, not
shareholders entitled to vote. A conflicted shareholder may still be
counted toward the quorum requirement. The Applicant’s interpretation
counted toward the quorum requirement. The Applicant’s interpretation
— that a conflicted shareholder is treated as absent for both voting and
presence — finds no support in the plain language of the Act. The
executor’s voluntary non-attendance compounds rather than cures the
quorum defect. This ground fails.
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47.3 15 August 2025 meeting: The meeting was inquorate and the
resolutions are a nullity. Section 64(3) is unambiguous: where a
company has more than two shareholders, a meeting may not
commence unless at least three shareholders are present representing
at least 25% of voting rights. The Applicant alone attended. Quorum
requirements are strict and cannot be waived by attending shareholders.
This ground fails entirely.
47.4 CoR168 filings: This ground is entirely derivative of the validity of the 15
August meeting. The First Respondent, having never been validly
removed, retained full standing as a director. Her CoR168 filings were a
legitimate exercise of that standing. This ground adds nothing
independent and falls away.
47.5 Misrepresentations to Standard Bank: The First Respondent’s
underlying position — that she remained a director — was legally correct
given the invalidity of the removal resolution. Imprecision of expression
is not equivalent to bad faith. To succeed on this ground the Applicant
would need to establish that the First Respondent knowingly made a
false statement with intent to harm the Companies — a threshold the
papers do not meet. The governance uncertainty that prompted the
bank’s reaction was a foreseeable consequence of the Applicant’s own
unilateral conduct. This ground fails.
Removal under Section 71(8) — Ulko Active Wear
48. The Applicant seeks the First Respondent’s removal as director of Ulko under
section 71(8) read with section 71(3).
49. Three structural weaknesses pervade the case. The resignation premise
underpinning several grounds is rejected, and as noted at paragraph 41
above, its rejection exposes a fundamental internal contradiction in the
Applicant’s alternative case. The founding affidavit repeatedly pleads
conclusions without the primary facts required in motion proceedings, in
breach of the principles in Molusi v Voges NO 2016 (3) SA 370 (CC)
and Minister of Land Affairs v D&F Wevell Trust 2008 (2) SA 184 (SCA). And
and Minister of Land Affairs v D&F Wevell Trust 2008 (2) SA 184 (SCA). And
the First Respondent’s credible counter-allegations collectively undermine the
Applicant’s standing to seek equitable relief.
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50. Abdication of duties: Pleaded as a bare conclusion. The founding affidavit
identifies no specific duties neglected, no meetings missed, no resolutions
ignored, and no lawful notices unanswered. That is fatal under Molusi. The
Tribunal further notes that the particulars of the First Respondent’s alleged
failure to perform specific directorial functions — the duties said to have been
neglected, the occasions on which they were required, and the manner of the
alleged failure — would necessarily be within the Applicant’s knowledge as
the director who managed the companies on a day -to-day basis and who
convened or failed to convene the relevant governance processes. Her
decision to plead a conclusion rather than primary facts on this ground is not
merely a Molusi deficiency; it is an evidential choice that, under Wightman, the
Tribunal is entitled to treat as a failure to lay an adequate foundation on
matters peculiarly within her knowledge. The First Respondent’s reduced
participation is plausibly explained by the Applicant’s own prior unilateral
exclusion of her from management. This ground fails.
51. Refusal to cooperate with the resignation process: Premised entirely on a
valid resignation having occurred. None occurred. The First Respondent could
not be compelled to sign the CoR39 or otherwise give effect to a resignation
that never took place. The Applicant’s own contemporaneous emails, and
the Endumeni and Harding principles, fatally undermine this ground. It fails.
52. Obstruction of governance processes: The disciplinary proceedings were
initiated after the Applicant had already unlawfully excluded the First
Respondent from management. Her refusal to participate in a process she
was entitled to regard as compromised was a legitimate defensive response,
not bad faith. As to the 15 August 2025 meeting, a shareholder’s attendance
at a general meeting is a right, not an obligation. The Act imposes no duty to
at a general meeting is a right, not an obligation. The Act imposes no duty to
attend and non-attendance cannot constitute obstruction. The meeting was in
any event a nullity. On the papers the First Respondent’s conduct is
defensive, not obstructive. This ground fails.
53. Dismissal for gross misconduct: Employment misconduct and directorial
misconduct are legally distinct. Section 71(3)(b) of the Act requires neglect or
dereliction in the performance of directorial functions. No nexus between the
employment findings and the First Respondent’s directorial conduct has been
established. The Applicant, as the director who initiated and controlled the
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disciplinary process, was best placed to identify and plead that nexus if one
existed. Her failure to do so is not merely a gap in the founding papers; it is an
unexplained omission on a matter within her peculiar knowledge, which the
Tribunal treats accordingly. Without that link, employment misconduct cannot
ground a removal order under section 71(8). This is the weakest ground
advanced. It fails.
54. Unauthorised retention of property and misuse of bank accounts: No
bank statements, demand correspondence, or itemised list of retained
property appears in the founding affidavit. The criticism that the Applicant
invites the Tribunal to trawl through voluminous annexures in place of pleaded
facts is well-founded, consistent with the principles in Molusiand Wevell Trust.
The details of the bank account transactions, the identity and value of retained
property, and any demand or recovery steps taken are matters that lie
exclusively within the Applicant’s knowledge and control as the director who
managed the companies’ financial affairs. Her substitution of voluminous
annexures for pleaded primary facts is, on the Wightman principle, an
inadequate response to the obligation to lay a proper evidential foundation on
matters within her own peculiar knowledge. The debit order dispute arose
during a period when the First Respondent was both director and employee,
rendering it more properly a contractual or employment matter. This ground
fails for want of pleaded particularity.
55. Loss of trust is not a separate statutory basis under section 71(3)(b); it
serves only as context. The Applicant refers to Visser Sitrus v Goede Hoop
Sitrus 2014 (5) SA 179 (WCC), arguing that irretrievable breakdowns of
mutual trust can justify removing a director. While the Tribunal agrees with this
legal principle, it does not apply here. The cited authority addresses trust
breakdowns caused by the conduct of the director facing removal, not
breakdowns caused by the conduct of the director facing removal, not
situations where the applicant has contributed to the breakdown. In this case,
the Applicant’s actions — excluding the First Respondent from management,
denying access to financial records, and using company funds for personal
legal expenses — are the main causes of the governance crisis. Therefore,
the Applicant cannot rely on a trust breakdown she created as grounds for
removal. The First Respondent’s counterclaims are plausible and unrefuted,
so this argument fails.
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56. Threats of winding -up proceedings: The threat was a plausible legal
response to the Applicant’s unilateral exclusion of the First Respondent from
management. A director confronted with governance deadlock is entitled to
consider all available legal remedies, including winding up. The Applicant has
not established bad faith or absence of reasonable foundation. This ground
fails.
57. Bad faith CCMA litigation: Recourse to the CCMA is the exercise of legal
rights, not bad faith. The alleged inconsistencies across proceedings are
sufficiently explained by the differing legal relationships engaged — employee
of Ulko, shareholder of BT Games — in each forum. The threshold of
vexatiousness or abuse of process established in Pretorius v PB Meat (Pty)
Ltd 2013 (5) SA 30 (SCA) has not been met. This ground fails.
58. Group governance risk: This argument is circular. It relies on the validity of
the purported removals from BT Games and Digital Kidz, which the Tribunal
has found to be legally ineffective. A finding unsustainable as to those
Companies cannot bootstrap removal from Ulko. This ground fails.
59. Finding: None of the grounds advanced satisfies the threshold for removal
under section 71(3). The application for the First Respondent’s removal as
director of Ulko Active Wear is dismissed. Consequently, the First Respondent
remains a director of Ulko Active Wear (Pty) Ltd.
THE COUNTER-APPLICATION
60. The First Respondent’s counter-application succeeds on all three grounds.
61. Ground 1 — Unlawful exclusion and denial of access to records: The
Applicant excluded the First Respondent from management, denied access to
financial records, and made unilateral decisions without board authority, in
breach of section 66(1) of the Act which vests management of a company in
its board. Her refusal to grant access prevented finalisation of annual financial
statements. As confirmed in Msimang NO v Katuliiba [2013] JOL 30522
statements. As confirmed in Msimang NO v Katuliiba [2013] JOL 30522
(GSJ), failure to cause preparation of annual financial statements amounts to
gross negligence and wilful misconduct under section 162(5)(c)(iv)(aa) of the
Act. This ground is established.
62. Ground 2 — Failure to disclose personal financial interest (Golfers
Cut): The Applicant caused BT Games to contract with Golfers Cut Trading
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CC, whose sole member is her domestic partner and therefore a “related
person” under section 2(1)(a)(i) read with section 75(1)(b) of the Act, without
disclosing her personal financial interest or the contractual terms to the board
and without recusing herself, in breach of section 75(5). The First
Respondent’s general awareness of the Golfers Cut arrangement did not
discharge the Applicant’s mandatory disclosure obligation. The Applicant’s
bare denials — characterising the First Respondent’s allegations as false,
misleading, misconceived and speculative without identifying which
allegations are false or providing any substantive answer — do not raise a
genuine dispute of fact. The true nature and terms of the Golfers Cut
arrangement, the commission structure, the identity of the contracting parties,
and the financial flows between Golfers Cut and BT Games lie exclusively
within the Applicant’s knowledge. She is the director who caused the contracts
to be concluded, who controlled access to the relevant records, and who
refused to disclose the commission terms. Her failure to produce any of the
relevant agreements, commission records, or financial data in response to the
First Respondent’s detailed and particularised allegations is precisely the
conduct condemned in Wightman t/a JW Construction v Headfour (Pty)
Ltd [2008] ZASCA 152; 2009 (3) SA 600 (SCA): where facts averred lie purely
within the knowledge of the averring party, a bare denial does not raise a
genuine dispute of fact, and the Tribunal will take a robust view of that
inadequate response. The Tribunal does so here. Every agreement concluded
without board authorisation is void under section 75(7)(a). This ground is
established.
63. Ground 3 — Unauthorised payment of personal legal fees: The Applicant
caused BT Games and Ulko to pay R245,770.26 to her personal attorneys
without board authority. The attorneys’ own correspondence confirmed they
without board authority. The attorneys’ own correspondence confirmed they
acted for the Applicant personally. The payment reference predates the
disciplinary proceedings against the First Respondent, contradicting the
Applicant’s characterisation of the payments as corporate expenditure. The
true nature of the payments, the mandate under which the attorneys acted,
the underlying invoices and statements of account, and the relationship
between the payment references and the work performed are all matters
exclusively within the knowledge of the Applicant and her attorneys. The
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Applicant’s response — a bare denial supported by a confirmatory affidavit
from Mr Puglia that does not address the letter of 14 May 2025 which
predates the disciplinary proceedings — does not raise a genuine dispute of
fact on the Wightman principle. The Applicant’s failure to attach her attorneys’
invoices, statements of account, or a confirmatory affidavit from her attorney
explaining who they acted for and in respect of what work, is an unexplained
omission on matters peculiarly within her knowledge that the Tribunal treats
robustly. This constitutes a gross abuse of directorial position, condemned
in Grancy Property Ltd v Gihwala (ZAWCHC 2014), endorsed by the Supreme
Court of Appeal in Gihwala v Grancy Property Ltd 2017 (2) SA 337 (SCA),
and confirmed in Smuts v Kromelboog Conservation Services [2024] JOL
67686 (SCA), which holds that a director cannot justify such payments by
claiming they benefited the company. This ground is established.
64. Finding: All three grounds are established. The counter-application is granted
and the Applicant is removed as director of all three Companies.
G. COSTS
65. The Applicant prays that Rogotzki’s case is dismissed, with costs.
66. The First Respondent requested that the main application be dismissed with
costs and that she be entitled to the relief in the counter-application with costs,
in both cases inclusive of the costs of senior counsel.
67. Regulation 156 of the Companies Regulations, 2011 vests the Tribunal with a
discretion to award costs on a party -and-party scale, including the costs of a
second legal representative capped at one half of those of the first.
68. The governing principle is that a successful litigant is ordinarily entitled to a
costs award. It would be manifestly unjust to require a party to bear the costs
of proceedings that ought never to have been brought, and this principle
applies with equal force before this Tribunal. This principle was put in the
applies with equal force before this Tribunal. This principle was put in the
following terms by Innes CJ in Texas Co. (S.A.) Ltd. v Cape Town
Municipality 1926 AD 467 at 488: “Now costs are awarded to a successful
party in order to indemnify him for the expense to which he has been put
through having been unjustly compelled either to initiate or to defend
litigation.” and was affirmed in President of the Republic of South Africa v
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Gauteng Lions Rugby Union 2002 (2) SA 64 (CC) at [15] and Ferreira v Levin
NO 1996 (2) SA 621 (CC) at [3].
69. In exercising its discretion, the Tribunal takes the following factors into
account.
69.1 The Applicant advanced a removal application premised on a resignation
that her own contemporaneous conduct contradicted. She unilaterally
excluded the First Respondent from the governance of the companies,
failed to disclose a material personal financial interest as required, and
caused company funds to be applied toward her personal legal
expenses. These are not mere procedural irregularities — they reflect a
pattern of conduct that undermined the integrity of the proceedings from
the outset.
69.2 Compounding this, the First Respondent made repeated requests to
resolve the dispute through mediation. The Applicant consistently
rebuffed those overtures and persisted with litigation that was both
factually unsound and procedurally defective. A party who spurns
reasonable offers of mediation and elects instead to press forward with
untenable proceedings cannot escape the costs consequences of that
choice. The persistence with litigation premised on a resignation the
Applicant’s own conduct contradicted, in the face of repeated mediation
proposals, is an independent aggravating factor in the costs
assessment. The First Respondent was compelled to defend an
application that should never have been brought and to pursue a
counter-application to vindicate rights that ought never to have been
placed in dispute.
70. In all the circumstances, the Applicant is directed to pay the costs of both the
main application and the counter -application on the party -and-party scale,
including the costs of senior counsel where employed, subject to the cap in
Regulation 156 (second counsel limited to one half of the fees of senior
counsel).
H. FINDINGS
71. The First Respondent did not resign as director of BT Games (Pty) Ltd, Digital
71. The First Respondent did not resign as director of BT Games (Pty) Ltd, Digital
Kidz (Pty) Ltd, or Ulko Active Wear (Pty) Ltd on 28 January 2025 or at any
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time thereafter. The WhatsApp message of that date did not constitute valid
written notice of resignation and was incapable of effecting a resignation in
law.
72. The shareholders’ resolutions purportedly passed at the meeting of 15 August
2025 are a nullity. The meeting was inquorate in terms of section 64(3) of the
Act. The Tribunal has no jurisdiction to confirm or set aside those resolutions,
which fall within the exclusive domain of the High Court.
73. None of the grounds advanced by the Applicant for the removal of the First
Respondent as director of BT Games (Pty) Ltd, Digital Kidz (Pty) Ltd, and
Ulko Active Wear (Pty) Ltd satisfies the threshold for removal under section
71(3) of the Act. The main application is dismissed in its entirety.
74. The Applicant, Launa Joanna Ray Bagnall, has neglected and been derelict in
the performance of her functions as director of BT Games (Pty) Ltd, Digital
Kidz (Pty) Ltd, and Ulko Active Wear (Pty) Ltd in the following respects:
74.1 She unilaterally excluded the First Respondent from the management
and governance of the companies in breach of section 66(1) of the Act,
denied the First Respondent access to the companies’ financial and
other records, and thereby caused the companies’ annual financial
statements to remain unprepared — constituting neglect within the
meaning of section 71(3)(b), being a sustained omission to discharge
mandatory directorial functions to which wholly insufficient attention was
given.
74.2 She caused BT Games (Pty) Ltd to contract with Golfers Cut Trading CC,
whose sole member is her domestic partner and therefore a related
person within the meaning of section 2(1)(a)(i) read with section 75(1)(b)
of the Act, without disclosing her personal financial interest, without
enabling independent board assessment of the benefit accruing to
herself and her related person, and without recusing herself from the
relevant decisions, in deliberate breach of section 75(5) — constituting
relevant decisions, in deliberate breach of section 75(5) — constituting
dereliction within the meaning of section 71(3)(b), being intentional and
purposeful conduct amounting to an abdication of fiduciary responsibility.
74.3 She caused BT Games (Pty) Ltd and Ulko Active Wear (Pty) Ltd to pay a
total of R245,770.26 to her personal attorneys without board authority
and without the knowledge or consent of the First Respondent as co-
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director, in deliberate breach of her fiduciary duties — constituting
dereliction within the meaning of section 71(3)(b), being intentional
misappropriation of company funds for personal benefit and a gross
abuse of her position as director.
75. The counter -application succeeds on all three grounds. The Applicant is
removed as director of all three companies.
I. ORDER
76. Main application:
76.1 The Applicant’s application for the removal of the First Respondent as
director of BT Games (Pty) Ltd, Digital Kidz (Pty) Ltd, and Ulko Active
Wear (Pty) Ltd is dismissed.
76.2 The Applicant’s application to confirm the validity of the shareholders’
resolutions passed on 15 August 2025 is dismissed.
77. Counter-application:
77.1 The counter-application is granted.
77.2 The Applicant, Launa Joanna Ray Bagnall, is removed as director of:
77.2.1 BT Games (Pty) Ltd;
77.2.2 Digital Kidz (Pty) Ltd; and
77.2.3 Ulko Active Wear (Pty) Ltd.
77.3 The CIPC is directed to update its records to reflect the removal of the
Applicant as director of BT Games (Pty) Ltd, Digital Kidz (Pty) Ltd, and
Ulko Active Wear (Pty) Ltd within ten (10) business days of the date of
this order.
77.4 The CIPC is directed to restore the First Respondent, Shannon Ray
Rogotzki, as director of BT Games (Pty) Ltd and Digital Kidz (Pty) Ltd on
its records within ten (10) business days of the date of this order. This
direction effects a correction of an invalid administrative act and does not
constitute a new appointment. For the avoidance of doubt, the First
Respondent remains a director of Ulko Active Wear (Pty) Ltd, and no
restoration order is required in respect of that company.
77.5 The Applicant is directed to provide the First Respondent with immediate
and unfettered access to all records of BT Games (Pty) Ltd, Digital Kidz
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(Pty) Ltd, and Ulko Active Wear (Pty) Ltd to which she is entitled as a
continuing director in terms of section 26 of the Act, within five (5)
business days of the date of this order. This includes, without limitation:
77.5.1 all financial records, including management accounts, annual
financial statements, bank statements, general ledgers, trial
balances, creditor and debtor schedules, payroll records, and tax
returns;
77.5.2 all contracts and agreements to which any of the three companies
is a party, including supplier agreements, lease agreements,
employment contracts, and service level agreements;
77.5.3 all statutory and regulatory records, including memoranda of
incorporation, share registers, minutes of directors’ and
shareholders’ meetings, resolutions, and all CIPC filings;
77.5.4 all correspondence and communications conducted on behalf of
or in the name of any of the three companies, including
electronic communications, to the extent that these constitute
company records;
77.5.5 all records relating to company assets, including fixed asset
registers, inventory records, and records evidencing ownership
or custody of property;
77.5.6 all insurance records, including current policies, claims history,
and premium payment records; and
77.5.7 all records held by any third party — including accountants,
auditors, attorneys, or financial institutions — on behalf of any of
the three companies, in respect of which the Applicant is
directed to take all reasonable steps to procure access for the
First Respondent within the same five (5) business day period
and to provide the First Respondent with written confirmation of
the steps taken.
77.6 The Applicant may not impose any conditions, delays, or intermediaries
that would limit or defer the First Respondent’s access to the records
referred to in paragraph 77.5.
78. Costs:
78.1 The Applicant is directed to pay the costs of both the main application
and the counter-application on the party-and-party scale, including the
costs of senior counsel where employed, subject to the cap set out in
Regulation 156 (costs of a second legal representative limited to one half
of the fees of the first).
D TERBLANCHE
MEMBER OF THE COMPANIES TRIBUNAL
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