Page 1 of 9
IN THE COMPANIES TRIBUNAL OF SOUTH AFRICA
HELD AT PRETORIA
Case No: CT02651-ADJ-2026
In the matter between:
Theolan Naidoo Applicant
and
Remembrance Khumbuzile Gabela First Respondent
Nishaan Gayadin Second Respondent
Tribunal Member: D Terblanche
Date of Hearing: 13 April 2026
Date of Ruling: 16 April 2026
RULING – APPLICATION FOR REDUCTION OF TIME IN TERMS OF
REGULATION 147
THE PARTIES
1. The Applicant is Theolan Naidoo, an adult male and a director of Autodext (Pty) Ltd
(“the Company”).
2. The First Respondent is Remembrance Khumbuzile Gabela, appointed as a director on
23 June 2023 (via the shelf company Imbus (Pty) Ltd).
3. The Second Respondent is Nishaan Gayadin, appointed as a director on 18 April 2024.
Page 2 of 9
4. All three are directors of Autodext (Pty) Ltd (registration number 2023/831445/07).
THE APPLICATION BEFORE THE TRIBUNAL
5. The Applicant filed an application in terms of Regulation 147 of the Companies
Regulations, 2011, using Form CTR 147, requesting that the Tribunal reduce the time for
filing a document – in the main application (which seeks their removal as directors under
section 71(8) of the Companies Act 71 of 2008). The relief sought is to effect an
expedited hearing of the main application.
THE HEARING
6. The Tribunal convened a hearing for the condonation application on 13 April 2026 on an
urgent basis.
7. The Applicant attended the hearing, assisted by his mother, Charmaine Pillay, who made
representations on his behalf.
8. The First Respondent did not appear.
9. The Second Respondent appeared and was represented by Mr Singh of Carlos Miranda
Attorneys. The Applicant stated that he had not received the Regulation 147 application
prior to the proceedings. He became aware of the urgent condonation application and the
hearing on Friday, 10 April 2026, and therefore had not seen the application or supporting
documentation.
10. On the morning of the hearing, the Tribunal engaged the Second Respondent regarding
his willingness and ability to participate. He indicated that he would be able to participate
once he had sight of the application and supporting documents.
11. The Tribunal directed the Registrar to provide the application and supporting documents
to the Second Respondent. After a short recess, the Second Respondent confirmed that
Page 3 of 9
he had received and perused the CTR147 and attached affidavit and was ready to make
his submissions.
THE APPLICANT’S CASE
12. The Applicant submitted that “good cause” exists for a reduction of time, relying on the
following allegations set out in his founding affidavit (which contained no annexures):
12.1. The Company faces imminent and irreversible commercial and financial collapse
unless the matter is heard urgently and the Respondents are removed as directors.
12.2. Since 7 January 2026, First National Bank (FNB) has frozen the Company’s bank
account, and the Yoco Speed point facility is blocked, due to the Respondents’
failure to comply with Bank’s Know Your Customer (KYC) requirements.
12.3. The Respondents have:
12.3.1. Failed to attend director’s meetings;
12.3.2. Refused to participate in emergency meetings;
12.3.3. Ignored High Court summons and default judgment proceedings;
12.3.4. Failed to authorise steps to unblock banking facilities, file beneficial
ownership returns with CIPC, or appoint a POPIA Information Officer.
12.4. The Company cannot pay SARS (VAT, PAYE, UIF, income tax), MIBCO pension
fund contributions, or insurance premiums.
12.5. Employees have resigned, including skilled mechanics trained by the Applicant.
12.6. Affected clients have issued summons; a default judgment has been requested
against the Company.
12.7. The Applicant cannot remove the Respondents via CIPC because he requires a
100% share certificate, which he cannot upload without the Respondents’
cooperation.
13. The Applicant acknowledged that a dispute exists regarding shareholding but argued that
the main relief (director removal under section 71(8)) falls within the Tribunal’s remit and
that shareholding issues do not oust jurisdiction.
THE SECOND RESPONDENT’S CASE
Page 4 of 9
14. The Second Respondent submitted that there is no genuine urgency. The banking issues
cited by the Applicant have persisted since 7 January 2026. Despite this, the Applicant
waited until mid-March 2026 to initiate the main application and only sought relief under
Regulation 147 towards the end of March 2026. The considerable delay undermines any
assertion of urgency.
15. The Second Respondent contended that the Applicant failed to demonstrate good cause,
making mere assertions without any supporting evidence. Despite the alleged facts being
within the Applicant’s personal knowledge or readily accessible (e.g., bank
correspondence, emails, summons, CIPC rejection notices), none of these documents
were furnished to substantiate his claims.
16. The dies for filing the Respondents’ opposition and answer had not yet expired, with
approximately five days remaining as at the date of the condonation application.
Reducing the time for filing an answering affidavit would prejudice the Respondents.
17. The Respondents have requested information and documentation from the Applicant,
which has not yet been provided. Shortening the time for filing would exacerbate this
disadvantage and undermine the Respondents’ right to a fair process.
18. The Second Respondent objected to the affidavit, he raised that the Applicant’s affidavit
was improperly commissioned.
19. The Second Respondent expressed a willingness to facilitate a process aimed at resolving
the compliance challenges and requested the Tribunal to dismiss the application for
reduction of time.
LEGAL FRAMEWORK
20. Regulation 147 of the Companies Regulations, 2011 provides:
“A party to any matter may apply to the Tribunal to condone late filing of a document,
or to request an extension or reduction of the time for filing a document, by filing a
request in form CTR 147.”
Page 5 of 9
21. The Tribunal applies the “good cause” test developed in case law. The leading
authorities are:
21.1. Melane v Santam Insurance Co Ltd 1962 (4) SA 531 (A): The court has a judicial
discretion, exercising it upon a consideration of all facts. The applicant must
provide a full, reasonable explanation for the relief sought.
21.2. Sebela v Galananzhele (CT01201ADJ2022) [2023] COMPTRI 60: Confirmed
that “reduction of time” is a distinct remedy under Regulation 147 and that the
applicant must demonstrate good cause.
22. The “good cause” threshold requires consideration of:
22.1. The degree of reduction sought;
22.2. The explanation for the urgency (why timelines should be reduced);
22.3. The prospects of success in the main application;
22.4. The importance of the case;
22.5. Prejudice to the parties.
23. Critically, bare allegations without supporting evidence do not constitute “good
cause.” An applicant who seeks to abridge time must attach relevant documents (e.g.,
bank correspondence, summons, CIPC rejection notices, emails) to prove the asserted
facts.
24. The burden rests on the applicant to make out its case on the founding affidavit, supported
by evidence and a properly commissioned affidavit (Molusi v Voges NO 2016 (3) SA 370
(CC) at para [27 -28]). A bare denial is inadequate where facts lie peculiarly within the
denying party’s knowledge (Wightman t/a JW Construction v Headfour (Pty) Ltd 2009
(3) SA 600 (SCA)).
EV ALUATION AND FINDINGS
The application
Page 6 of 9
25. The Applicant filed an application in terms of Regulation 147 of the Companies
Regulations, 2011, using Form CTR 147, requesting that the Tribunal reduce the time
for filing a document. The only reduction of time for filing a document at the current
stage of these proceedings, not within the control of the Applicant, is the time for the
Respondents to file their answers. As the Applicant did not specify to the Tribunal how
many days he sought to reduce the Respondents' filing time, the Applicant did not
provide an answer. The Tribunal therefore treated the Applicant's applications as a
request to shorten the deadline for the Respondents to file their responses to the main
application.
26. At the time of the condonation hearing, the period for the Respondents to submit their
notice of intention to oppose had not yet lapsed. While it appears that the Second
Respondent plans to contest the main application, the First Respondent's intentions
remain unclear. As of 13 April 2026, the Respondents retained approximately five days
to file their answering affidavit before the deadline. The Tribunal is required to consider
whether the Applicant has demonstrated good cause, whether urgency justifies a
shortened response period, and whether either party would suffer prejudice as a result.
The Second Respondent’s appearance
27. The Second Respondent appeared at the hearing and indicated a desire to be heard,
despite not having filed formal opposing papers in respect of the condonation application.
The Tribunal, in the interests of justice and given that the Respondent's input is directly
relevant to the criteria of urgency and prejudice, exercised its discretion to hear the
Respondent's oral submissions. The Applicant was not prejudiced thereby, as they had a
full opportunity to respond. The Tribunal notes that the Respondent's submissions were
not supported by a formal answering affidavit or annexed evidence, which has been taken
into account in these proceedings.
into account in these proceedings.
Bare allegations and lack of supporting evidence
28. The Second Respondent submitted in oral argument that the Applicant’s founding
affidavit contains serious allegations but attaches no documentary evidence whatsoever –
Page 7 of 9
no bank letter, no email correspondence, no meeting minutes, no copy of summons, no
CIPC rejection notice, no MIBCO listing, no resignation letters. After reviewing the
Applicant’s affidavit and noting that he admitted to omitting the referenced evidence, it
is apparent that the Applicant failed to substantiate his allegations in the affidavit with
supporting evidence.
28.1. Finding: This is a fatal defect. In Melane v Santam, the court held that an applicant
must lay a proper foundation for the relief sought. The Tribunal is entitled to reject
an application that relies on unsubstantiated assertions. The Second Respondent’s
objection on this point is upheld.
Improperly commissioned affidavit
29. The Second Respondent contended that the Applicant’s affidavit was improperly
commissioned. The Applicant did not dispute this at the hearing. An affidavit that does
not comply with the formal requirements of the Justices of the Peace and Commissioners
of Oaths Act is invalid and cannot be relied upon.
29.1. Finding: While the absence of proper commissioning does not automatically
render the affidavit a nullity in all circumstances, it is a procedural defect that
undermines the affidavit’s validity and reliability as evidence before the Tribunal.
The Applicant’s failure to comply with this requirement weakens the evidentiary
basis for the relief sought. However, the Tribunal does not base its decision solely
on this defect, but considers it together with the other deficiencies identified above
and below
Lack of urgency
30. The bank account was frozen on 7 January 2026. The Applicant launched the main
application in mid-March 2026 and the Regulation 147 application towards the end of
March 2026 – a delay of nearly three months. Urgent relief must be sought promptly;
the Applicant’s conduct demonstrates a lack of diligence.
30.1. Finding: The Applicant has failed to establish urgency.
Page 8 of 9
Prejudice to the Respondents
31. The Respondents require certain information and documentation from the Applicant to
prepare their answering affidavit. Reducing the time for filing would prejudice them, as
they have not yet received that information. The Applicant has not shown that any
prejudice to him outweighs the Respondents’ right to a fair opportunity to answer.
31.1. Finding: The balance of prejudice favours the Respondents.
Shareholding disputes and this application
32. The parties raised competing contentions regarding shareholding in the company. While
the Tribunal has jurisdiction under section 71(8) to determine applications for director
removal on the grounds of neglect or dereliction of duty, the Tribunal may not ha ve
jurisdiction to finally determine disputes concerning the ownership of shares. This ruling
is concerned solely with the condonation application in terms of Regulation 147—
whether the Applicant has established "good cause" for a reduction of time for the filing
of pleadings. The Tribunal is not required, at this interlocutory stage, to determine the
competing shareholding claims of the parties.
32.1. Finding: The existence of a shareholding dispute does not, of itself, deprive the
Tribunal of jurisdiction to entertain a condonation application ancillary to a section
71(8) application.
Expediting the hearing
33. The Tribunal also examined if shortening the Respondent's time to respond to the main
application—by removing the remaining five days —would significantly speed up the
proceedings.
34. Besides earlier points, the Tribunal believes that shortening the already limited time
remaining for the Respondents to respond to the main application will not notably
accelerate the proceedings. Instead, the Applicant can help move the hearing forward by
quickly submitting a reply and arranging an expedited set -down date through mutual
agreement.
Page 9 of 9
CONCLUSION
35. The Applicant has failed to establish “good cause” for a reduction of time in terms of
Regulation 147.
36. The application suffers from multiple, independently fatal defects:
36.1. No supporting evidence for material allegations;
36.2. An improperly commissioned affidavit
36.3. Lack of urgency (delay in launching the application);
36.4. The time for filing the answer had not yet expired, and reducing the remaining
five days would be unjust;
36.5. Prejudice to the Respondents.
ORDER
37. The Tribunal makes the following order:
37.1. The Applicant’s application for a reduction of time in terms of Regulation 147 of
the Companies Regulations, 2011 is dismissed.
37.2. Respondents must file their answering affidavit in the main application within the
period set by the Companies Regulations, 2011, unless the deadline is extended by
agreement or Tribunal order.
37.3. No order as to costs.
DATED ON 16 APRIL 2026
________________________
D Terblanche
Member of the Companies Tribunal