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IN THE COMPANIES TRIBUNAL OF THE REPUBLIC OF SOUTH AFRICA
(“THE TRIBUNAL”)
CASE NO: CT02669/ADJ/2026
Ex Parte Application:
Visprodusente en Uitvoerders Limited
(Registration number 1964/010139/06) Applicant
Presiding Member: Hlaleleni Kathleen Dlepu
Date of Decision: 20th April 2026
DECISION AND REASONS
1. INTRODUCTION
1.1. This is an application requesting the Companies Tribunal to grant an
extension to the Applicant, a Company in terms of Section 61(7)(b) of the
Companies Act 71 of 2008 to hold an Annual General Meeting within the
required time period as provided by the Act.
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1.2. The Applicant is Visprodusente en Uitvoerders Limited (the Applicant),
registered in terms of the Company Laws of the Republic of South Africa
under Registration No. 1964/010139/06 with its principal place of
business at Kreeftegang Paternoster, 7381.
1.3. The application is deposed to by Jacobus Francois Pienaar, a Director of
the Applicant duly authorized by the Board of Directors to act on its
behalf.
2. THE APPLICANT’S SUBMISSION
2.1. The Applicant is required in terms of the company’s constitution and
Memorandum of Incorporation to hold its annual general meeting once in
every calendar year, but no more than 15(fifteen ) months after the date
of the previous general meeting except, to extend that it has granted an
extension by the Companies Tribunal upon application by the company in
accordance with the Company Act 71 on 2008 ,the reporting period of the
company ended on the 30June 2025.
2.2. The Applicant submits that it would not be able to hold its annual general
meeting within the stipulated time mainly due to the following reasons: -
2.2.1. The company’s auditors resigned on the 21 st of August 2025 due to
circumstances related to ongoing legal proceedings involving the
company and certain shareholders and directors during 2025
2.2.2. On the 21 st of August 2025 C2M Chartered Accountants Inc was
appointed as the auditors of the company, the appointment of the new
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auditors caused the delay in the finalization of the financial statements
of the company for the reporting period ended 30 June 2025.
2.2.3. Additional delays were caused by the need to finalise records of an
acquired entity for consolidation purposes
2.2.4. As a result, the annual general meeting cannot be held within the
prescribed period.
2.2.5. The said financial statements are expected to be ready for distribution
to the shareholders before the end of April 2026 together with a notice
of the annual general meeting.
2.2.6. The above company request it be given permission to hold its Annual
General meeting by no later than t wo (2) months from the 30 th of May
2026.
3. APPLICABLE LAW
3.1. Section 61 of the Companies Act 71 of 2008 provides for the shareholders
meetings and section 61(7) specifically provides as follows: -
“A public company must convene an annual general meeting of its
shareholders:
(a). Initially, no more than 18 months after the company’s date of
its incorporation; and
(b). Thereafter, once every calendar year, but no more than 15
months after the date of the previous annual general
meeting, or within an extended time allowed by the
Companies Tribunal on good cause shown”.
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4. EVALUATION
4.1. Section 61 of the Companies Act 71 of 2008 deals with shareholders'
meetings, particularly the annual general meeting (AGM). It is crucial for
conducting important business such as electing directors, appointing
auditors, approving their remuneration, and addressing any other relevant
matters. Additionally, it provides a platform for holding relevant individuals,
office bearers, and executives accountable for the company's overall
status and performance.
4.2. Section 61(7)(b) of the Act grants the Tribunal discretionary powers to
extend the AGM date for a public company, provided "good cause" is
shown. However, the Act does not explicitly define what constitutes "good
cause" in this context.
The Tribunal has to consider whether the basis upon which the Applicant
seeks an extension to convene its AGM constitutes ‘good cause’.
4.3. It appears from the papers that the Applicant seeks an extension for its
AGM due to the challenges as stated in paragraph 2.3.1 to 2.3.5 above.
These reasons do constitute a “good cause” as contemplated in the
Memorandum of Incorporation and in compliance with the Companies Act
4.4. The Tribunal is satisfied that good cause has been shown as to why the
annual general meeting would not be held within the statutory period
required by the Act and the Tribunal.
5. ORDER
5.1. The Application for an extension is hereby granted.
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5.2. The company is hereby granted extension to convene its Annual General
Meeting on or before the 30th of May 2026.
____________________________________
HLALELENI KATHLEEN DLEPU
MEMBER OF THE COMPANIES TRIBUNAL