Page 1 of 8
IN THE COMPANIES TRIBUNAL OF THE REPUBLIC
OF SOUTH AFRICA
Case No: CT02558ADR/2026
In the matter between:
DR MAHESHWERA NAIDU APPLICANT
and
MR GEOFF V AN DER BOSCH RESPONDENT
In re: FIRM FAVOURITE INVESTMENTS 20 SHARE BLOCK (PTY) LTD
Registration Number: 2007/000133/07
PRESIDING MEMBER: D Terblanche
DATE: 4 June 2026
DECISION AND REASONS
A. INTRODUCTION
Page 2 of 8
[1] The Applicant, Dr Maheshwera Naidu, filed an application with this Tribunal on 10
January 2026 under Form CTR 142. He sought various forms of relief, including the
removal of the Respondent, Mr Geoff van der Bosch, as a director of the Company in
terms of section 71(8) of the Companies Act 71 of 2008 (the “Act”).
[2] After the Respondent filed an Answering Affidavit raising points in limine, the
Applicant narrowed his case. At the hearing on 15 May 2026, he confined the dispute to
a single issue: whether the sale of his shares under clause 16.17.4 of the Company’s
Memorandum of Incorporation (“MOI”) was procedurally valid, and in particular
whether the notice required by clause 16.17.1 was properly given. The Applicant stated
that he was not asking the Tribunal to determine final ownership of shares, but only
whether the Respondent had demonstrated compliance with the procedural
preconditions of the MOI before relying on the forfeiture process as a defence to
standing.
[3] The Respondent raises two points in limine that, if upheld, are dispositive of the
application.
First point in limine: jurisdiction
The Respondent contends that the Tribunal lacks jurisdiction to determine disputes
concerning the interpretation and application of the Company’s MOI, in particular
clauses 16.17.1 and 16.17.4. In his Answering Affidavit, the Respondent states: “I , in
any event, submit that it is not a matter for the Tribunal to consider, but rather a court
under section 163 of the Companies Act.” In oral argument, the Respondent further
submitted that section 161 of the Act expressly directs a holder of securities to apply to
a court for an order determining any rights under the MOI, and that this excludes the
Tribunal’s jurisdiction. In support, the Respondent relied on the Tribunal’s decisions in
nReach v Crede (Case No. CT00945ADJ2025, 5 May 2026), Rouvoet v In Excess
Trading (Case No. CT01539ADJ2025, 2 December 2025) and Zotos v CIPC (Case
Trading (Case No. CT01539ADJ2025, 2 December 2025) and Zotos v CIPC (Case
No. CT003Mar2017, 15 August 2017).
Second point in limine: standing
Page 3 of 8
The Respondent submits that the Applicant lacks locus standi under section 71(8)(b)
because he is no longer a shareholder of the Company. In support, the Respondent
relies on documentary evidence showing that the Applicant’s shares were transferred on
7 January 2026, before the application was filed. The Applicant does not dispute the
authenticity of those documents; he disputes only the legality of the process that led to
his removal.
B. FACTUAL BACKGROUND
[4] The Applicant was formerly a shareholder of the Company. On 7 January 2026, the
Company issued share certificate No. 26 to the Respondent, reflecting a transfer of the
Applicant’s shares for R250,000. On the same date, the Applicant’s existing share
certificate, No. 16, was cancelled. An updated securities register dated 20 January 2026
no longer records the Applicant as a shareholder.
[5] The Applicant does not dispute the authenticity of the updated securities register or the
cancelled share certificate. Instead, he contends that the forced sale of his shares under
clause 16.17.4 of the MOI was procedurally invalid because the Respondent did not
comply with clause 16.17.1. Specifically, he says the required notice of breach was not
given to him personally but was sent to his wife, Dr Anushka Reddy, on 7 October
2025.
[6] At the hearing, the Applicant explained that the narrowing of the relief was a direct
response to the Respondent’s standing objection. He argued that the Tribunal has
jurisdiction under section 15.6 of the Act, read with regulation 142, because a
company’s MOI forms part of its binding statutory governance framework and is
enforceable in accordance with the Act (Transcript p.3). He also submitted that he was
not seeking a determination of ownership, which he acknowledged belongs to the High
Court, but only a finding on procedural compliance to overcome the standing objection
(Transcript p.2).
Page 4 of 8
C. THE TRIBUNAL NOW CONSIDERS THE SINGLE ISSUE THE PARTIES
AGREED IT SHOULD DECIDE.
[7] The parties agree that the dispute has narrowed to a single question: whether the sale of
the Applicant’s shares under clause 16.17.4 of the MOI was procedurally valid, and in
particular whether the notice required by clause 16.17.1 was properly given. The
Applicant submits that if the Tribunal answers this question in his favour, the
Respondent’s standing objection would fall away.
[8] The Respondent opposes this on two grounds. First, he argues that the Tribunal lacks
jurisdiction to interpret and enforce the MOI. Second, he submits that, in any event, the
Applicant is not a shareholder on the face of the securities register and that any
challenge to the validity of the share sale must be brought in the High Court. The
Respondent further argued that he has been prejudiced because the Applicant changed
his relief in the replying affidavit without following the proper procedure for amending
pleadings, and that the company (which is the entity obligated to comply with the MOI)
has not been joined as a party.
D. APPLICABLE LEGAL PRINCIPLES
The Tribunal’s jurisdiction is strictly statutory
[9] The Tribunal is a creature of statute and has no inherent jurisdiction. Its powers are
limited to those expressly conferred by the Act. Section 195(1)(a) provides that the
Tribunal may “adjudicate in relation to any application that may be made to it in terms
of this Act, and make any order provided for in this Act”. In Rouvoet v In Excess
Trading the Tribunal held that it must raise jurisdiction mero motu and that no factual
detail can cure the absence of statutory authority. In Zotos v CIPC the Tribunal
confirmed that it may only adjudicate matters that the Act expressly allows.
The Tribunal cannot adjudicate contractual or common‑law disputes
Page 5 of 8
[10] The Tribunal’s jurisdiction is confined to disputes that the Act expressly assigns to it. In
nReach v Crede the Tribunal held (at paras 23‑24) that a dispute concerning the
validity of a share transfer under a pledge agreement is contractual and common‑law in
nature and falls outside the Tribunal’s jurisdiction. The Tribunal stated: “Stripped to its
essentials, what the Applicants ask the Tribunal to do is to traverse what is, in
substance, a contractual and common‑law dispute … Section 156(b), section 158(b)
and section 195(1) do not, individually or collectively, confer jurisdiction on the
Tribunal to undertake that exercise. The proper forum is the High Court.”
Standing under section 71(8) requires the applicant to be a shareholder
[11] Section 71(8)(b) requires that an applicant be a “shareholder” as defined in section 1:
the holder of a share entered in the securities register. In Phakwe Mining Services (Pty)
Ltd v Member of the Companies Tribunal (Gauteng Division, 2018) the High Court
confirmed that the Tribunal’s inquiry is limited to whether the applicant is entered in
the register; it cannot decide whether the applicant should be entered. The nReach
decision endorsed this principle, stating that “whatever the ‘true’ position may be … the
Tribunal cannot make a ruling in that respect”.
E. ASSESSMENT AND ANALYSIS
First point in limine – the Tribunal cannot adjudicate MOI disputes
[12] The Applicant asks the Tribunal to determine whether the notice required by clause
16.17.1 was properly given. To decide that issue, the Tribunal would have to interpret
clause 16.17 of the MOI, determine whether clause 16.17.1 creates a mandatory
precondition to clause 16.17.4, decide whether notice sent to the Applicant’s spouse
constituted proper notice, and determine the legal consequences of any
non‑compliance. Each of these tasks involves the interpretation of a contract and the
application of contractual and agency‑law principles.
application of contractual and agency‑law principles.
[13] As held in nReach v Crede, the Tribunal has no jurisdiction to determine such disputes.
The proper forum is the High Court, where the full range of remedies – including
Page 6 of 8
declaratory relief and rectification of the securities register – is available. The
Applicant’s reliance on section 15.6 does not alter this conclusion. Section 15.6 merely
states that the MOI is binding; it does not confer adjudicative power on the Tribunal.
Moreover, section 161 of the Act expressly directs a securities holder to apply to a court
for an order determining any rights under the MOI. The legislature could not have been
clearer.
[14] The Respondent also argued that the company is not a party to these proceedings, yet
the obligations under clause 16.17 rest on the company. The Tribunal cannot grant relief
against the Respondent in his personal capacity for the company’s alleged
non‑compliance with the MOI. This is an additional reason why the Tribunal lacks
jurisdiction to grant the relief now sought.
Accordingly, the first point in limine is upheld.
Second point in limine – the Applicant lacks standing
[15] The Respondent has produced undisputed documentary evidence that the Applicant’s
shares were transferred on 7 January 2026, and that an updated securities register dated
20 January 2026 no longer records the Applicant as a shareholder. The Applicant does
not dispute the authenticity of these documents; he disputes only the validity of the
process that led to the transfer.
[16] The Tribunal’s role in determining standing is limited to examining the securities
register. The Applicant is not entered in the register. Therefore he does not meet the
definition of “shareholder” in section 1 of the Act and lacks locus standi to bring an
application under section 71(8)(b). The Applicant’s argument that a finding of
procedural invalidity would neutralise the standing objection fails because the Tribunal
cannot make that finding – it lacks jurisdiction to interpret the MOI, and in any event
such a finding would concern whether the Applicant should be entered, which is a
matter for the High Court under Phakwe Mining.
Page 7 of 8
[17] The Respondent also argued that he has been prejudiced because the Applicant changed
his relief in the replying affidavit without following the proper amendment procedure.
The Presiding Member noted at the hearing that the Applicant had indeed shifted from
seeking removal of the director to seeking a standalone determination of MOI
compliance. While this change may have caused prejudice, the dispositive issue
remains the lack of jurisdiction and standing.
The second point in limine is therefore upheld.
F. FINDINGS AND ORDER
[18] The Tribunal makes the following findings:
1. The Tribunal lacks jurisdiction to adjudicate the Applicant’s claim that the sale of
his shares under clause 16.17.4 of the MOI was procedurally invalid. Such
disputes are contractual and common‑law in nature and fall within the jurisdiction
of the High Court (see nReach v Crede; section 161 of the Act).
2. In determining the Applicant’s standing as a shareholder to bring an application
under section 71(8) of the Act, , the Tribunal’s role is limited to examining the
securities register. The Applicant is not entered in the register and therefore lacks
locus standi to bring an application under section 71(8)(b) (see Phakwe Mining).
G. ORDER
[19] The Tribunal makes the following order:
1. The application is dismissed.
2. There is no order as to costs.
Page 8 of 8
_____________________________
D Terblanche
PRESIDING MEMBER
COMPANIES TRIBUNAL OF SOUTH AFRICA