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IN THE COMPANIES TRIBUNAL OF SOUTH AFRICA
CASE NO:
CT02650ADJ2026
In the matter between:
MANNDE NICHODIMUS MASHUDU APPLICANT
and
MASOMBUKA THABO RICHARD RESPONDENT
Date of Decision: 25
th June 2026
DECISION
INTRODUCTION
1. The Applicant is MANNDE NICHODIMUS MASHUDU a director of
Solu Touch Compliance Solutions (Pty) Ltd (Registration 2016/266954/07).
2. The Respondent is MASOMBUKA THABO RICHARD a director of
Solu Touch Compliance Solutions (Pty) Ltd (Registration 2016/266954/07).
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3. This is an application in terms of sections 71(8)(b) of the Companies
Act No. 71 of 2008 (’the Act’) for an Administrative Order determining the
removal of the Third Respondent as a director.
APPLICANT’S SUBMISSIONS
4. This is an application wherein the Applicant is requesting the Tribunal
to make an order for the Respondent to be removed as director. The
Applicant alleges that the Respondent has now ventured into another
business space and he is no longer available to participate in this company,
his unavailability is having a negative impact on the company
APPLICABLE LAW
5. Section 71 (removal of directors) is the applicable section of the Act.
71 of the Act provides as follows: Removal of directors
71. (1) Despite anything to the contrary in a company’s Memorandum of
Incorporation or rules, or any agreement between a company and a director, or
between any shareholders and a director, a director may be removed by an ordinary
resolution adopted at a shareholders meeting by the persons entitled to exercise
voting rights in an election of that director, subject to subsection (2). (2) Before the
shareholders of a company may consider a resolution contemplated in subsection
(1)— (a) the director concerned must be given notice of the meeting and the
resolution, at least equivalent to that which a shareholder is entitled to receive,
irrespective of whether or not the director is a shareholder of the company; and (b)
thedirector must be afforded a reasonable opportunity to make a presentation, in
person or through a representative, to the meeting, before the resolution is put to a
vote. (3) If a company has more than two directors, and a shareholder or director has
alleged that a director of the company — (a) has become — (i) ineligible or
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disqualified in terms of section 69, other than on the grounds contemplated in section
69(8)(a);or (ii) incapacitated to the extent that the director is unable to perform the
functions of a director, and is unlikely to regain that capacity within a reasonable
time; or (b) hasneglected, or been derelict in the performance of, the functions of
director, the board, other than the director concerned, must determine the matter by
resolution, and may remove a director whom it has determined to be ineligible or
disqualified, incapacitated, or negligent or derelict, as the case may be. (4) Before
the board of a company may consider a resolution contemplated in subsection (3),
the director concerned must be given— (a) notice of the meeting, including a copy of
the proposed resolution and a statement setting out reasons for the resolution, with
sufficient specificity to reasonably permit the director to prepare and present a
response; and (b) a reasonable opportunity to make a presentation, in person or
through a representative, to the meeting before the resolution is put to a vote. (5) If,
in terms of subsection (3), the board of a company has determined that a director is
ineligible or disqualified, incapacitated, or has been negligent or derelict, as the case
may be, the director concerned, or a person who appointed that director as
contemplated in section 66(4)(a)(i), if applicable, may apply within 20 business days
to a court to review the determination of the board. (6) If, in terms of subsection (3),
the board of a company has determined that a director is not ineligible or
disqualified, incapacitated, or has not been negligent or derelict, as the case may
be— (a) any director who voted otherwise on the resolution, or any holder of voting
rights entitled to be exercised in the election of that director, may apply to a court to
review the determination of the board; and (b) the court, on application in terms of
review the determination of the board; and (b) the court, on application in terms of
paragraph (a), may — (i) confirm the determination of the board; or (ii) remove the
director from office, if the court is satisfied that the director is ineligible or disqualified,
incapacitated, or has been negligent or derelict. (7) An applicant in terms of
subsection (6) must compensate the company, and any other party, for costs
incurred in relation to the application, unless the court reverses the decision of the
board. (8) If a company has fewer than three directors — (a) subsection (3) does not
apply to the company; (b) in any circumstances contemplated in subsection (3), any
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director or shareholder of the company may apply to the Companies Tribunal, to
make a determination contemplated in that subsection; and 5 10 15 20 25 30 35 40
45 50 55142 (c) subsections (4), (5) and (6), each read with the changes required by
the context, apply to the determination of the matter by the Companies Tribunal. (9)
Nothing in this section deprives a person removed from office as a director in terms
of this section of any right that person may have at common law or otherwise to
apply to a court for damages or other compensation for — (a) loss of office as a
director; or (b) loss of any other office as a consequence of being removed as a
director. (10) This section is in addition to the right of a person, in terms of section
162, to apply to a court for an order declaring a director delinquent, or placing a
director on probation
EVALUATION AND FINDINGS
6. The main issue is whether the Respondent has been negligent or
derelict in his duties as director. Having considered the provisions of section
71 I am not convinced that the Respondent has acted negligently . While the
Applicant alleges that the Respondent is running another business and is not
available the Applicant does not provide any evidence for this. There is no
evidence that the Applicant has tried to contact the Respondent. There is no
evidence that the Respondent is neglecting his responsibilities. There is just
a basic allegation without any evidence. The Applicant does not indicate that
he tried to contact the Respondent or shown that the Respondent has
neglected his duties.
7. The Tribunal finds that the application cannot be granted and is
dismissed.
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ORDER
8. The relief sought by the Applicant is dismissed.
MOHAMED ALLI CHICKTAY
MEMBER OF THE COMPANIES TRIBUNAL