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IN THE COMPANIES TRIBUNAL OF SOUTH AFRICA
Case no.: CT02844ADJ2026
In the matter between:
UNIVERSITY OF ZIMBABWE Applicant
and
THE COMPANIES AND INTELLECTUAL PROPERTY
COMMISSION (CIPC)
First Respondent
INFORMATION OFFICER: LUCINDA STEENKAMP Second Respondent
Presiding member:
Date of decision:
Richard Bradstreet
10 September 2026
DECISION (Reasons and Order)
1. This is an application in which the Applicant seeks an order compelling the
Companies and Intellectual Property Commission (“CIPC”) and its information
officer to comply with a request for access to records made in terms of the
Promotion of Access to Information Act 2 of 2000 (“PAIA”) on 31 March 2026,
alternatively a review of the refusal of that request.
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2. The application is brought on Form CTR 142, and is said in the founding
affidavit to be premised on sections 186(1)( b) and 195(1) of the Companies
Act 71 of 2008 (“the Act”), read with sections 18 and 27 of PAIA. No answer
has been filed, and the Applicant has applied for a default order in terms of
regulation 153 of the Companies Regulations 2011 (“the Regulations”).
3. The question that arises is whether the Tribunal has jurisdiction to entertain an
application of this kind. For the reasons that follow, it does not, and the
application must be dismissed on that basis.
BACKGROUND
4. The Applicant’s underlying dispute is not with either Respondent. It arises
from a sale agreement concluded during February 2020 with Khanda Seating
(Pty) Ltd (“Khanda Seating”) for the manufacture, assembly and installation of
350 auditorium seats at a price of R 1 424 500.00. The Applicant paid a
deposit of R 712 250.00 and, on 4 February 2021, the balance of
R 712 250.00. The seats were not delivered.
5. On 9 May 2021 the members of Khanda Seating resolved to place the
company in voluntary winding- up in terms of section 352(2) of the Companies
Act 61 of 1973, and on 24 May 2021 that resolution was registered and the
company’s status altered accordingly. The Applicant contends that the
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winding-up was set in motion immediately upon receipt of its money and for an
ulterior purpose, and that the former director of Khanda Seating has since
registered Nova Seating (Pty) Ltd, which conducts the same business from the
same premises.
6. On 31 March 2026 the Applicant’s attorneys transmitted a PAIA request on
Form 2 to the Second Respondent, seeking the special resolution for voluntary
winding up, the security furnished to the Master or proof that the Master had
dispensed with security, the sworn statement by the directors of Khanda
Seating that the company had no debts, and the auditor’s certificate to the
same effect. The purpose recorded on the face of the form is “ [t]o place
evidence before Court that the voluntary winding up was for an ulterior
motive”. The right identified on the PAIA request form as the right to be
exercised or protected is given as “Section 357 of the Companies Act, Act 71
of 2008”, a provision which does not exist.
7. The Second Respondent acknowledged receipt on 8 April 2026 and undertook
to respond within the 30- day period prescribed by PAIA. No response
followed. On 7 May 2026 the Applicant lodged an internal appeal on Form 4,
to which there was likewise no response.
8. The application was filed on 2 July 2026 and served on the First Respondent
by email on 14 July 2026. No answer having been filed within the 20 business
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days allowed by regulation 143(1), the Applicant applied on 13 August 2026
for a default order.
THE DEFAULT APPLICATION
9. The dies for the filing of an answer expired on 11 August 2026, and the
Applicant is correct that the Respondents are in default. Regulation 153(1)
permits an applicant, in those circumstances, to apply to the Tribunal for an
order in the terms sought.
10. A default does not, however, relieve the Tribunal of the obligation to satisfy
itself that the relief sought is legally competent. Jurisdiction is conferred by
statute and not by the conduct of a party: it cannot be created by a
respondent’s failure to answer, by acquiescence, or by consent.
POWERS AND JURISDICTION OF THE TRIBUNAL
11. The Companies Tribunal is not a court of inherent jurisdiction. It is a statutory
body established in terms of section 193 of the Act, and its powers and
functions are limited to those expressly conferred by the Act or assigned to it
in terms of legislation listed in Schedule 4 to the Act.
12. 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
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provided for in this Act in respect of such an application”. The provision
confers authority to adjudicate applications that the Act elsewhere permits to
be brought, and then only where the order sought is one for which the Act
provides in respect of such an application. Section 156 is to the same effect:
a person seeking to address an alleged contravention of the Act may apply to
the Tribunal “ for adjudication in respect of any matter for which such an
application is permitted in terms of this Act”.
13. The Act specifies the applications that may be brought to the Tribunal. They
include an application to review a compliance notice in terms of section 172,
an application concerning a company name in terms of section 160, an
application for the removal of a director in terms of section 71(8), and an
application for exemption from the requirement to appoint a social and ethics
committee in terms of section 72(5)( b). Where the legislature intends that a
matter be capable of determination by the Tribunal, the Act says so in terms.
THE JURISDICTIONAL BASES ADVANCED
14. The founding affidavit advances three legislative bases for jurisdiction. The
first is section 195(1)( a), which the Applicant pleads confers on the Tribunal
the power “to review administrative decisions made by the First Respondent ”.
For the reasons set out above, this interpretation is not correct: the section
empowers the Tribunal to determine a matter only where the Act elsewhere
provides for an application to be brought before the Tribunal. The section
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itself does not confer general power of review over the Commission’s
administrative action.
15. The second is section 186 of the Act. Section 186(1)( b) does record, among
the Commission’s objectives, the maintenance of accurate, up- to-date and
relevant information concerning companies and the provision of that
information to the public and to other organs of state. It is an objectives
provision, however, and an objective of the Commission is not a duty
enforceable at the instance of a third party, still less a grant of jurisdiction to
this Tribunal. The founding affidavit also relies, at paragraphs 8.2 and 8.3, on
section 186(6)(b). Section 186 has two subsections, and there is no section
186(6). The provisions that in fact govern public access to documents filed
with the First Respondent are sections 187(4)(c) and 187(5), the latter entitling
any person, on payment of the prescribed fee, to inspect a document filed
under the Act and to obtain a copy of or extract from it, subject to section
187(6). Neither those provisions nor section 186 provides for the enforcement
of any such obligation by application to the Tribunal. The existence of an
obligation and the competence of this Tribunal to compel its performance are
distinct questions, and only the second is presently in issue.
16. The third is PAIA, and in particular sections 18 and 27. PAIA confers no
function on this Tribunal. Schedule 4 to the Act lists the legislation to be
enforced by the Commission, and PAIA in any event assigns nothing to the
Tribunal. Nor is the Tribunal a “court” within the meaning of PAIA. The
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remedies PAIA affords a requester whose request has been refused do not
involve the Tribunal.
17. It follows that the relief sought – i.e. an order compelling the Respondents to
produce records under PAIA, alternatively setting aside a deemed refusal
under that Act – is not relief that the Act empowers the Tribunal to grant, and
the application is not one that the Act permits to be made to it.
18. Nothing in this decision should be construed to be a comment on the merits of
the Applicant’s complaint concerning Khanda Seating, on which the Tribunal
makes no finding.
19. It is accordingly ordered that:
(a) The application is dismissed for want of jurisdiction.
(b) There is no order as to costs.
Richard Bradstreet
Member of the Companies Tribunal
10 September 2026