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IN THE COMPANIES TRIBUNAL OF THE REPUBLIC OF SOUTH AFRICA
Case No: CT02697ADJ2026
In the ex parte application of:
SOUTH AFRICAN FORESTRY
COMPANY SOC LIMITED APPLICANT
Registration number: 1992/005427/30
DECISION (REASONS AND ORDER)
A. INTRODUCTION
[1] This is an ex parte application by South African Forestry Company SOC Limited (SAFCOL
or the Applicant) for an extension of time within which to convene and hold its annual
general meeting (AGM) for the financial year ended 31 March 2025.
[2] The application is brought in terms of section 61(7)(b) of the Companies Act 71 of 2008 (the
Companies Act). The Applicant also seeks condonation for the fact that the AGM could not
be convened within the prescribed period.
[3] The Applicant's previous AGM was held on 9 December 2024. On the Applicant's own
computation, the statutory deadline for the next AGM was 9 March 2026. The Applicant
seeks an extension until 30 May 2026.
Compan ies Tribunal
~ member o( the dti group
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[4] The initial papers placed before the Tribunal did not sufficiently particularise the cause of
the delay. The explanation was framed broadly by reference to delays in finalising the annual
financial statements (AFS), the ongoing audit process and the Auditor-General of South
Africa (AGSA). The Tribunal was not satisfied that the initial formulation adequately
distinguished between delays attributable to the Applicant, delays attributable to subsidiary
audit dependencies, and delays attributable to AGSA.
[5] On 29 April 2026 the Tribunal issued a directive requiring the Applicant to supplement its
papers. The directive required, among other matters, a detailed chronology, particulars of
the ERP-related delay, information concerning subsidiary audits, the role of AGSA, Board
and Audit Committee oversight, shareholder engagement and the Applicant's readiness to
convene the AGM.
[6] The Applicant thereafter filed a second supplementary affidavit deposed to by its Acting
Chief Executive Officer, Mr. Sibalo Odecious Dlamini, together with confirmatory
affidavits by Mr. John Maruma, the Acting Chief Financial Officer, and Ms. Lerato Letsoalo,
the Company Secretary. The Applicant also placed before the Tribunal the AGSA audit
report dated 22 April 2026.
B. THE PARTIES
[7] The Applicant is South African Forestry Company SOC Limited, registration number
1992/005427/30, a state-owned company incorporated in terms of the laws of the Republic
of South Africa.
[8] The Applicant is the company required to convene the AGM contemplated in this
application. The application is ex parte because the relief sought concerns the extension of
the statutory period within which the Applicant must hold its AGM.
[9] The deponent to the founding, first supplementary and second supplementary affidavits is
Mr. Sibalo Odecious Dlamini, the Applicant's Acting Chief Executive Officer and Executive
Director. His authority to depose to affidavits and to lodge the application is supported
Director. His authority to depose to affidavits and to lodge the application is supported
C. RELIEF SOUGHT
[10] The Applicant seeks an order allowing an extended period within which to convene and hold
its AGM for the financial year ended 31 March 2025.
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[11] The Applicant asks that the extension run until 30 May 2026.
[12] The practical basis for the relief is that the AGM could not be properly convened before the
audit process had been concluded and the audited AFS and associated AGM materials were
available to be presented to the shareholders.
D. STATUTORY FRAMEWORK
[13] Section 61(7)(b) of the Companies Act provides that a public company must convene an
AGM of its shareholders once in every calendar year, but no more than 15 months after the
date of the previous AGM, or within an extended time allowed by the Companies Tribunal
on good cause shown. [Companies Act 71 of 2008, s 61(7)(b)].
[14] The Tribunal accepts, as has been the approach in matters of this nature, that the AGM
obligation applies to state-owned companies, subject to the modified application of the
Companies Act to state-owned companies.
[15] The statutory significance of an AGM is not procedural only. Section 61(8) of the Companies
Act requires an AGM, at a minimum, to provide for particular business to be transacted,
including the presentation of the directors' report, audited financial statements, audit
committee report, election or appointment issues where applicable, appointment of an
auditor and appointment of an audit committee. [Companies Act 71 of 2008, s 61(8)].
[16] The Applicant's Memorandum of Incorporation (MOI) reinforces this statutory position.
Clause 13.1.1 of the MOI requires the Board to convene an AGM at least once a year but no
later than 15 months after the date of the previous AGM, or within an extended time allowed
by the Companies Tribunal, on good cause shown. The MOI also identifies the minimum
business to be transacted at the AGM, including presentation of the directors' report, report
of the external auditors, audited financial statements, audit committee report, social and
ethics committee report and integrated report. [SAFCOL MOI, clause 13.1.1].
ethics committee report and integrated report. [SAFCOL MOI, clause 13.1.1].
[17] The Applicant is also subject to the Public Finance Management Act 1 of 1999 (PFMA).
Section 55(1)(c)(i) of the PFMA requires the accounting authority for a public entity to submit
financial statements within two months after the end of the financial year to the auditors of the
public entity for auditing. [Public Finance Management Act (PFMA) 1 of 1999, section
55(1)(c)(i)].
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[18] The Tribunal's task under section 61(7)(b) is narrow. The Tribunal must determine whether
good cause has been shown for an extension of the AGM period. The Tribunal does not sit
as AGSA, National Treasury, CIPC, the shareholder representative, or a court exercising
general supervisory jurisdiction over the Applicant's public finance compliance. However,
where the reasons advanced for an AGM extension disclose governance or compliance
failures, those matters are relevant to the assessment of good cause and to the terms in which
the Tribunal frames its decision.
E. CASE LAW ON GOOD CAUSE AND CONDONATION
[19] Although section 61(7)(b) of the Companies Act is a specific statutory provision, the phrase
"good cause" is a familiar standard in South African procedural law. The Tribunal may
therefore be guided by the principles developed by the courts when considering condonation
and extensions of time.
[20] In Brummer v Gorfil Brothers Investments (Pty) Ltd and Others, the Constitutional Court
held that condonation should be granted if it is in the interests of justice and refused if it is
not. At paragraph 3, the Court explained that the interests of justice are determined with
reference to all relevant factors, including the nature of the relief sought, the extent and cause
of the delay, the effect on the administration of justice, prejudice, and the reasonableness of
the explanation. [Brummer v Gorfil Brothers Investments (Pty) Ltd and Others 2000 (2) SA
837 (CC) para 3].
[21] In Van Wyk v Unitas Hospital and Another, the Constitutional Court held at paragraph 20
that the standard for condonation is the interests of justice and that relevant factors include
the nature of the relief sought, the extent and cause of the delay, the effect of the delay on
the administration of justice and other litigants, the reasonableness of the explanation, the
importance of the issue and prospects of success. [Van Wyk v Unitas Hospital and Another
2008 (2) SA 472 (CC) para 20].
2008 (2) SA 472 (CC) para 20].
[22] Van Wyk further held at paragraph 22 that an applicant for condonation must give a full
explanation for the delay, that the explanation must cover the entire period of delay, and that
the explanation must be reasonable. [Van Wyk v Unitas Hospital and Another 2008 (2) SA
472 (CC) para 22].
[23] In Grootboom v National Prosecuting Authority and Another, the Constitutional Court stated
at paragraph 22 that the interests-of-justice enquiry is elastic and that the relevant factors are
not necessarily limited to those ordinarily mentioned. At paragraph 23, the Court emphasised
that condonation cannot be had for the mere asking; a party seeking condonation must make
out a case for the indulgence and must show sufficient cause through a full and reasonable
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explanation. [Grootboom v National Prosecuting Authority and Another 2014 (2) SA 68
(CC) paras 22-23].
[24] At paragraph 35 of Grootboom, the Constitutional Court made clear that the grant or refusal
of condonation is a discretion involving a value judgment based on the particular facts of the
case. [Grootboom v National Prosecuting Authority and Another 2014 (2) SA 68 (CC) para
35].
[25] In Madinda v Minister of Safety and Security, the Supreme Court of Appeal explained at
paragraph 10 that good cause looks at all factors bearing on the fairness of granting the relief
between the parties and as affecting the proper administration of justice. These factors may
include the prospects of success, the reasons for the delay, the sufficiency of the explanation,
the bona fides of the applicant, and any contribution by other persons to the delay. [Madinda
v Minister of Safety and Security 2008 (4) SA 312 (SCA) para 10].
[26] The relevant principles may therefore be summarised as follows. An applicant must do more
than assert difficulty or inconvenience. It must provide a candid, specific and reasonable
explanation for the relevant period; show why the indulgence is necessary; demonstrate that
the extension will not undermine the statutory purpose; and satisfy the Tribunal that granting
the extension is fair, proportionate and consistent with the proper administration of the
Companies Act.
F. EVIDENCE INITIALLY PLACED BEFORE THE TRIBUNAL
[27] The founding affidavit stated that the Applicant was unable to convene the AGM by the
statutory deadline because the AFS for the 2024/25 financial year had not been finalised.
[28] The affidavit attributed the delay to an ongoing audit process and stated that, as a state-
owned entity, the Applicant's financial statements are subject to audit by AGSA.
[29] The affidavit further referred to delays encountered during the implementation of a new
Enterprise Resource Planning (ERP) system, complex year-end processes including
Enterprise Resource Planning (ERP) system, complex year-end processes including
biological asset valuations and IFRS 16 lease adjustments, internal review processes, the
date of submission of the AFS to AGSA, a shortage of available audit teams after late
submission and the December closure period, and subsidiary audit requirements, including
IFLOMA.
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[30] Annexure A3, the Board round-robin resolution, recorded that the primary reason for the
delay was the ongoing audit process attributable to challenges in finalising the AFS during
implementation of the new ERP system. It further recorded that there had been significant
progress with the audit and that the anticipated date for conclusion of the audit was mid-
April 2026.
[31] The Tribunal considered that those facts gave some context, but not enough detail. In
particular, the Tribunal required clarity on why the AFS had been submitted late, what
caused the delay, what was within the Applicant's control, what role AGSA played, and
whether the Board and Audit Committee exercised appropriate oversight.
G. RESPONSE TO THE TRIBUNAL DIRECTIVE
[32] The second supplementary affidavit is comparatively brief. It explains that the Acting CEO
was not able to respond directly to each technical matter raised in the directive and that the
Acting CFO and the Company Secretary would address the relevant financial, audit,
governance, and procedural matters through confirmatory affidavits.
[33] The Acting CFO's confirmatory affidavit provides the substantive financial-reporting
explanation. It records that the Applicant migrated from the legacy JD Edwards system to
Sage X3 and that the ERP transition affected system stabilisation, data migration, financial
reporting, production costing, inventory processing and consolidation.
[34] The Acting CFO explains that the financial close process for the 2024/25 reporting period
began after year-end on 31 March 2025, but was dependent on stabilisation of the ERP
environment. The affidavit states that from April to September 2025, it was necessary to test,
validate and reconcile migrated financial data before proceeding with preparation of the
AFS.
[35] The Acting CFO confirms that the Applicant did not comply with the PFMA deadline for
submission of the AFS. He states that the AFS were required to be prepared and submitted
submission of the AFS. He states that the AFS were required to be prepared and submitted
for audit on or before 31 May 2025, but that they were submitted to AGSA on 30 September
2025.
[36] The Acting CFO further explains that the Applicant's year-end processes were complex
because of the nature of its forestry business. These included the valuation of biological
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assets, weighted average cost of capital assumptions, inventory valuation and other
processes dependent on reliable system-generated data.
[37] The Acting CFO also explains that the Applicant's consolidated AFS were dependent on
subsidiary financial statements and subsidiary audits, including the audit of IFLOMA, a
Mozambique-based subsidiary. He states that IFLOMA's audit was ultimately concluded
and signed on 31 March 2026 and that the subsidiary audit directly affected the timing of the
group consolidation and AGSA audit.
[38] In relation to AGSA, the Acting CFO states that no delay before the submission of the AFS
to AGSA can be attributed to AGSA. After submission, however, the audit timetable had to
align with AGSA's audit programme, AGSA resourcing, external confirmations and the
completion of subsidiary audit information.
[39] The Acting CFO states that the audit was completed in full and that AGSA issued its audit
report on 22 April 2026. He also states that there were no outstanding audit queries and that
all audit procedures had been concluded.
[40] The Company Secretary's confirmatory affidavit addresses governance oversight and
shareholder engagement. She states that the current Board assumed office on 1 April 2025
in a complex operational and financial-reporting environment following the transition from
JD Edwards to Sage X3.
[41] The Company Secretary states that system and financial reporting challenges were tabled
before the previous Board and Board committees in February 2025, and that the current
Board and its Audit Committee thereafter exercised oversight over the financial reporting
and audit process.
[42] According to the Company Secretary, management tabled the delay in the preparation and
submission of the AFS at a joint Audit and Risk Committee and Finance, Investment and
Transactions Committee meeting held on 27 May 2025 and at a Board meeting held on 29
May 2025.
May 2025.
[43] She further states that subsequent oversight occurred through Board engagements and
communications with the Chairperson of the Board, the Chairperson of the Audit and Risk
Committee and the Chairperson of the Finance, Investment and Transactions Committee. A
joint committee meeting was convened on 20 April 2026 to review the final AFS and key
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audit findings, followed by a Board meeting on 22 April 2026 at which the audited AFS and
audit report were presented for consideration and approval.
[44] The Company Secretary states that the shareholder was informed of the delay and received
updates on 30 May 2025, 2 October 2025, 13 October 2025, 12 March 2026, 25 March 2026
and 24 April 2026.
[45] She further confirms that the audit process has been concluded, that the AFS have been
formally approved and signed by the Board, and that the Applicant is ready and able to
convene and hold the AGM subject to final administrative processes and alignment with the
shareholder on an appropriate date.
H. AGSA AUDIT REPORT
[46] The AGSA report dated 22 April 2026 is an important document in this matter. AGSA
expressed an unqualified opinion, stating that the consolidated and separate financial
statements present fairly, in all material respects, the financial position of SAFCOL as at 31
March 2025 and its financial performance and cash flows for the year then ended in
accordance with IFRS and the requirements of the PFMA and the Companies Act. [AGSA
report dated 22 April 2026, paras 1-7].
[47] The unqualified audit opinion supports the Applicant's contention that the audit process has
now been completed and that the audited AFS are available for AGM purposes.
[48] The AGSA report, however, does not exonerate the Applicant from the compliance issues
that caused or accompanied the delay. Under the heading "Annual financial statement and
annual report", AGSA records that the financial statements were not submitted for auditing
within the prescribed period after the end of the financial year, as required by section
55(1)(c)(i) of the PFMA. AGSA also records that the financial statements submitted for
auditing were not fully prepared in accordance with the prescribed financial reporting
framework, as required by section 55(1)(b) of the PFMA, and that material misstatements
framework, as required by section 55(1)(b) of the PFMA, and that material misstatements
were corrected, resulting in the unqualified opinion. [AGSA report dated 22 April 2026,
paras 25-29].
[49] AGSA further records compliance findings concerning consequence management and
oversight and governance, including inability to obtain sufficient appropriate audit evidence
that disciplinary steps were taken against officials who had incurred irregular expenditure
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and fruitless and wasteful expenditure, and that approved audited financial statements were
not filed with the annual return within the prescribed period.
[50] AGSA also records internal-control deficiencies, including that management did not
exercise its oversight responsibility over financial and performance reporting and
compliance controls by ensuring timely submission of the AFS and compilation of the
annual performance report; that management did not prepare regular, accurate and complete
financial reports supported by reliable information; that monitoring processes relating to
consequence management were inadequate; and that management did not ensure annual-
report filing within the prescribed period. [AGSA report dated 22 April 2026, paras 35-38].
[51] These findings are material to the Tribunal's assessment. They mean that the extension
cannot be granted on the basis that the delay was wholly external, unavoidable or attributable
to AGSA. The Applicant has now accepted that the AFS were submitted late and has
provided an explanation for that delay. That explanation is relevant to good cause, but it does
not erase the underlying compliance findings.
I. ASSESSMENT OF GOOD CAUSE
[52] The Tribunal assesses good cause holistically. The factors considered include the length of
the delay, the cause of the delay, the sufficiency and candour of the explanation, the
importance of the AGM, prejudice, the Applicant's conduct, and the public-interest
dimension inherent in a state-owned company seeking an extension of statutory
accountability timelines.
[53] The delay is not insignificant. The AGM was due by 9 March 2026. The extension sought is
until 30 May 2026. In an ordinary commercial setting a delay of this length may appear
modest, but in the context of a state-owned company subject to the Companies Act, PFMA
and shareholder oversight, the period is material because the AGM is a core accountability
mechanism.
mechanism.
[54] The explanation initially advanced was too broad. Had the Tribunal been required to decide
the application only on the founding affidavit and the Board resolution, it would have been
difficult to conclude that the Applicant had fully discharged the burden contemplated in Van
Wyk and Grootboom.
[55] The position changed after the directive. The Applicant has now provided a more candid and
detailed account. It no longer relies on an undifferentiated assertion of "AGSA delay". The
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Acting CFO accepts that the AFS were not submitted within the PFMA period, identifies the
ERP transition and financial-data validation as central causes, explains the role of complex
forestry accounting and subsidiary audit dependencies, and confirms the date of submission
to AGSA and completion of the audit.
[56] The Tribunal accepts that the migration from JD Edwards to Sage X3, the stabilisation of
financial reporting data, biological asset and inventory valuation issues, subsidiary audit
dependencies, and external audit scheduling constraints cumulatively created a materially
complex environment. These facts do not excuse the failure to meet the PFMA deadline, but
they do provide a factual explanation for the Applicant's inability to convene a meaningful
AGM by 9 March 2026.
[57] The Tribunal also accepts that an AGM held without the audited AFS, audit report, audit
committee report, and related statutory documentation would have undermined the very
purpose of the AGM. The AGM is not a formal gathering to satisfy a date on a calendar. It
is the statutory forum at which the shareholder is to receive and consider financial, audit,
governance, and accountability information.
[58] The prejudice factor also supports granting the extension. The Applicant is a state-owned
company with a sole shareholder represented by the Minister. The Company Secretary states
that the shareholder was informed of the delay and received updates. There is no indication
on the papers that the shareholder opposed the extension or that any identifiable stakeholder
would suffer prejudice if the extension is granted to 30 May 2026.
[59] Conversely, refusing the extension at this stage, after AGSA issued the audit report on 22
April 2026 and after the Applicant states that it is ready to convene the AGM, would not
advance accountability. It would leave the Applicant outside the statutory timetable without
advance accountability. It would leave the Applicant outside the statutory timetable without
facilitating the actual holding of the AGM. The better course is to grant a limited extension
while recording firmly that the extension does not regularise or excuse the underlying PFMA
and governance failures.
[60] The Tribunal is nevertheless concerned by the AGSA findings. It is especially concerning
that the AFS were not submitted for audit within the prescribed PFMA period and that the
submitted financial statements were not fully prepared in accordance with the prescribed
reporting framework. It is also concerning that AGSA recorded significant internal-control
deficiencies and issues concerning consequence management.
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[61] The Tribunal therefore rejects any suggestion that the delay reflects no governance
deficiency. The evidence demonstrates that the Applicant experienced governance,
financial-reporting and internal-control challenges. The fact that the audit ultimately resulted
in an unqualified opinion does not neutralise the AGSA compliance and internal-control
findings.
[62] The Tribunal also takes seriously that the Applicant previously approached the Tribunal for
an AGM extension in 2021. Each application must be decided on its own facts. However,
repeated resort to section 61(7)(b) by a state-owned company should not become a substitute
for timely financial reporting, audit readiness, and disciplined AGM planning.
[63] The Tribunal accordingly finds that good cause has been shown, but only after the Applicant
supplemented its papers. The extension is granted because the Applicant has now provided
sufficient facts explaining the delay and because the audited AFS and audit report have now
been finalised, making it possible to convene a meaningful AGM within a short-extended
period.
J. FIRM QUALIFICATION TO THE EXTENSION
[64] The Tribunal emphasises that this decision must not be read as condoning non-compliance
with the PFMA, the Companies Act, the Applicant's MOI, Treasury prescripts, AGSA
requirements, CIPC filing requirements, or any shareholder oversight obligations.
[65] The Tribunal's power in this matter is confined to allowing an extended time for the AGM
on good cause shown. It is not a power to excuse PFMA non-compliance, erase AGSA
findings, validate late annual returns, or determine whether disciplinary or consequence-
management steps are required.
[66] Nothing in this decision prevents AGSA, CIPC, National Treasury, the shareholder
representative, Parliament, or any other competent authority from taking such steps as may
lawfully be available arising from the matters recorded in the AGSA report or in th e
Applicant's own affidavits.
Applicant's own affidavits.
[67] The Applicant is expected to ensure that the corrective and preventive measures referred to
by the Acting CFO are implemented with urgency and that future AGM compliance is
planned against the PFMA and Companies Act reporting timetable rather than after slippage
has already occurred.
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[68] The Tribunal further expects that when the AGM is convened, the shareholder will be placed
in possession of all required documents and will be able to consider fully the AGSA findings,
the internal-control deficiencies, the Board and Audit Committee oversight actions, and
management's corrective measures.
K. CONCLUSION
[69] On a conspectus of all the evidence, the Tribunal is satisfied that the Applicant has
established good cause for an extension under section 61(7)(b) of the Companies Act.
[70] The decisive considerations are that the audited AFS and audit report are central to the AGM;
the delay has now been explained through a detailed chronology; the audit report has been
issued; the Applicant states that it is ready to convene the AGM; and the extension sought is
limited to 30 May 2026.
[71] However, the Tribunal grants the extension with a firm reservation that the relief does not
absolve the Applicant from the compliance and governance failures identified by AGSA and
does not shield the Applicant, its Board, accounting authority, management or responsible
officials from any lawful oversight, accountability or consequence-management processes.
L. ORDER
[72] The application for an extension of time within which to convene and hold the Applicant's
AGM for the financial year ended 31 March 2025 is granted.
[73] To the extent necessary for purposes of section 61(7)(b) of the Companies Act, the
Applicant's failure to convene the AGM by 9 March 2026 is condoned.
[74] The Applicant is granted an extension until 30 May 2026 within which to convene and hold
the AGM for the financial year ended 31 March 2025.
[75] The AGM must be convened in compliance with the Companies Act, the Applicant's MOI
and any applicable governance prescripts, and must include all statutory and MOI-required
business, including presentation of the directors' report, audited financial statements,
business, including presentation of the directors' report, audited financial statements,
external auditor's report, audit committee report, social and ethics committee report,
integrated report and any other business required by law or the MOI.
[76] This order does not condone, excuse, regularise or othe1wise absolve the Applicant from any
non-compliance with the PFMA, the Companies Act, the Applicant's MOI, CIPC filing
requirements, Treasmy requirements, AGSA findings, or any applicable governance
obligation.
[77] This order does not preclude any competent authority from taking any lawful step arising
from the AGSA repoli, the Applicant's late submission of AFS, internal-control deficiencies,
consequence-management findings, annual-return filing deficiencies, or any other matter
falling within that authority's mandate.
[78] There is no order as to costs.
D~AH TjNG-MONGALO
Companies Tribunal
Date: 11 May 2026
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