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Companies Tribunal Annual Report 2015 1

Companies Tribunal Annual Report 2015

Vision Statement

Values

A world class regulatory organization that contributes to the promotion of fair and ethical business practices

through the provision of simple, efficient, fair and transparent adjudication and dispute resolution services.

The Tribunal’s values are:

• Accountability

• Predictability

• Impartiality

• Transparency

• Equitability

• Efficiency

• Accessibility

• Ubuntu/respect


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Table of Contents

COMPANIES TRIBUNAL ANNUAL REPORT FOR THEYEAR ENDED 31 MARCH 2015

PART 1: GENERAL INFORMATION 5

Companies Tribunal General Information 6

List of Abbreviations and Acronyms 7

1.1 Foreword by the Minister 8

1.2 Submission of the annual report to the Executive Authority 9

1.3 Report of the Chairperson 10

1.4 Vision 12

1.5 Mission 12

1.6 Legislative mandate 12

1.7 Companies Tribunal organisational structure 13

PART 2: PERFORMANCE INFORMATION 19

2.1. Auditor General’s Report: Predetermined objectives 20

2.2 Situational Analysis 20

2.3 Strategic outcome oriented Goals 20

2.4 Description of Programmes 20

2.5 Purpose of the Programme 21

2.5.1 Adjudication 21

Highlights of cases 23

2.5.2 Administration 26

2.5.2.1 Research 26

2.5.2.2 Communication and Marketing 26

2.5.2.3 Legal Services 28

2.5.2.4 Corporate Services 28

2.5.2.5 Office of the Chief Financial Officer 28

2.6 Strategic Objectives, Outputs, Performance Indicators, Planned Targets

and Actual Achievements 29

2.7 Strategy to overcome areas of under performance 32

2.8 Changes to planned targets 32

2.9 Linking performance with budgets 33

2.10 Revenue Collection 33

PART 3: GOVERNANCE 35

3.1. Overview of the Governance Structure 36

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Table of Contents

3.1.1. Portfolio Committee 36

3.1.2 Executing Authority 36

3.1.3 Accounting Authority 36

3.1.4 Risk Management 36

3.1.5 Internal Audits 36

3.1.6 Audit and Risk Committee 37

3.1.7 Compliance with Laws and Regulations 37

3.1.8 Fraud and Corruption 37

3.1.9. Minimising Conflict of Interest 38

3.1.10 Code of Conduct 38

3.1.11 Health, Safety and Environmental Issues 38

3.2 Report of the Audit and Risk Committee 39

3.2.1 Audit Committee responsibility 39

3.2.2 Internal audit 40

3.2.3 Auditor-General of South Africa 40

3.2.4 Other internal control matters 40

PART 4: HUMAN RESOURCES MANAGEMENT 43

4.1. Introduction 44

4.2 Human Resources Oversight Statistics 44

PART 5: FINANCIAL INFORMATION 51

5.1. Statement of Responsibility for Annual Financial Statements 52

5.2. Report of the Auditor-General 53

5.3 Annual Financial Statements 56

5.3.1 Accounting Authority’s Responsibilities and Approval 57

5.3.2 Statement of Financial Position as at 31 March 2015 59

5.3.3 Statement of Financial Performance for the year ended 31 March 2015 60

5.3.4 Statement of Changes in the Net Asset for the year ended 31 March 2015 61

5.3.5 Cash Flow Statement as at 31 March 2015 62

5.3.6 Statement of Comparison of Budget and Actual Amounts 63

5.3.7 Accounting Policies for the year ended 31 March 2015 64

5.3.8 Notes to the Annual Financial Statements 72

5.3.9 Disclosure Notes to the AFS for the year ended 31 March 2015 77

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PART 1General Information

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Company Information

1.1. Companies Tribunal General Information

Registered name:

Companies Tribunal

Registered office address:

The dti Campus

Block E 3rd floor

77 Meintjies Street

SUNNYSIDE

PRETORIA

0002

Postal address:

Companies Tribunal

P.O. Box 27549

SUNNYSIDE

PRETORIA

0132

Contact information:

Telephone number: 012 394 3071

E-mail address: [email protected]

Website address: www.companiestribunal.org.za

External auditors:

Auditor-General of South Africa

Bankers:

Standard Bank of South Africa

Corporation for Public Deposits

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List of Abbreviations and Acronyms

Alternative Dispute Resolution

Auditor-General of South Africa

Annual General Meeting

Accounting Standards Board

Black Business Council

Broadcasting Complaints Commission of South Africa

Central Business District

Companies and Consumer Regulatory Body

Companies and Intellectual Properties Commission

Companies Tribunal

Council of Trade and Industry Institutions

Director-General

Department of Public Works

Department of Trade and Industry

Education and Development Trainer

Financial Services Board

General Council of the Society of Advocates of South Africa

Generally Recognised Accounting Practice

Information Technology

National Association of Democratic Lawyers

National Treasury

Pay-As-You-Earn

Public Finance Management Act, No. 1 of 1999

Standing Advisory Committee on Company Law

South African Institute of Chartered Accountants

South African Women’s Lawyers Association

Specialist Committee on Company Law

Skills Development Levy

Social and Ethics committees Committee

Unemployment Insurance Fund

Value Added Tax

ADR

AGSA

AGM

ASB

BBC

BCCSA

CBD

CCRD

CIPC

Tribunal

COTII

DG

DPW

the dti

EDT

FSB

GCB

GRAP

IT

NADEL

NT

PAYE

PFMA

SAC

SAICA

SAWLA

SCCL

SDL

SEC

UIF

VAT

Description Abbreviation


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1.1. Foreword by the Minister

The establishment of the Companies Tribunal (Tribu-nal) has brought about a simple, speedy and cost-effective dispute resolution mechanism to ordinary South Africans. It has resulted in the reduction in the cost of doing business and a move away from the formal court system as a mechanism of resolving company disputes.

The growth in the use of the Tribunal services, par-ticularly mediation, conciliation and arbitration, will further contribute to enhancing the country’s com-petitiveness as companies will spend more time in production and less time and money engaged in protracted litigation processes.

Making the services of the Tribunal accessible to ordinary South Africans remains a priority to ensure that citizens are able to participate in the economy as a result of their disputes being resolved speed-ily. The Tribunal’s caseload is expected to increase in the coming years as a result of the projected growth in the economy which will result in more people, particularly black people, participating in the economy and establishing new enterprises.

The requirement by the Act for certain companies to establish Social and Ethics Committees (SECs) marks a significant development in the country’s corporate environment. Of significance to note is the decrease in the number of applications for ex-emption from establishing SECs compared to previ-ous years. The decrease in applications for exemp-tion augurs well for corporate accountability as the

establishment of SECs is critical because it ensures that companies are accountable to stakeholders such as employees, customers and the communi-ties in which they operate.

The Tribunal is making progress in delivering on its mandate. This progress is evidenced by the fact that the Tribunal achieved significant improvement in the turnaround times for issuing decisions. The Tri-bunal has succeeded in maintaining a good track record regarding the management of finances as reflected in the audited financial statements.

I am therefore confident that the Tribunal will build an independent and impartial regulatory institution as directed by the Act and continue contributing to the realisation of a globally competitive economy characterised by transparent, accountable, sustain-able and ethical business practices.

I would like to thank the Chairperson and Account-ing Authority of the Tribunal, Advocate Simmy Leb-ala (SC), and his team for their work and support in delivering services to the people of South Africa.

Dr Rob Davies, MPMinister of Trade and Industry

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1.2. Submission of the Annual Report to the Executive Authority

It gives me great pleasure to present to the Minister the third Annual Report together with the Financial

Statements of the Tribunal for the period ended 31 March 2015. The report highlights the

Tribunal’s achievement for the year under review which is marked by improvement in the

Tribunal’s performance. The Audited Financial Statements reflect the consistent sound financial management

of the Tribunal.

Adv. Simmy Lebala, SC

Chairperson: Companies Tribunal

Date: 29 July 2015


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The Companies Tribunal (“Tribunal”) has been in op-

eration since September 2012. For the year under

review the Tribunal continued its efforts of building a

credible, world class, efficient and service delivery

oriented organisation.

The Tribunal is mandated to adjudicate on appli-

cations made in terms of the Companies Act, 2008

and to resolve disputes through Alternative Dispute

Resolution (ADR) (i.e. mediation, conciliation and

arbitration). In delivering on this mandate the Tribu-

nal is expected to exercise and perform its function

in line with the values espoused in the Constitution

of the Republic of South Africa. It must perform its

functions impartially, without fear, favour or preju-

dice, and in a transparent manner.

Although the Tribunal applies High Court rules in its

hearings it is mindful of the need for flexibility and

responsiveness in order to fulfil its role as a quasi- ju-

dicial body.

The caseload for the year under review comprised

326 cases of which 198 have been finalised. The vast

majority (90%) of the decided cases were decided

within 30 days from date of allocation and date of

hearing, while 10% were decided outside 30 days.

There has thus been a significant improvement in

the turnaround times with regard to the issuing of

decisions compared to the previous financial year.

The majority of the cases handled by the Tribunal

were company name disputes. Most of these com-

pany name disputes were lodged on the grounds

that the name of the company is either the same as

a company name or confusingly similar to a trade

mark. As at the end of the reporting period 233

company name disputes were handled and 135 fi-

nalised. In respect of the company name dispute

cases, 47 were granted, 42 refused or dismissed, 16

withdrawn and 30 closed. Other applications that

were considered relate to directorship disputes, ap-

plications for exemption from establishing the SEC;

extension of time for holding of an annual general

meeting (AGM) and reviewing compliance orders

or notices issued by the Companies and Intellectu-

al Property Commission (CIPC). Such notices of the

CIPC may relate to the appointment of a company

secretary, auditor or audit committee. There has

been a 50% reduction in applications for exemption

to appoint SECs.

The Tribunal also handled cases relating to Alterna-

tive Dispute Resolution (ADR). The use of mediation,

conciliation and arbitration is highly encouraged as

it enables parties to resolve their dispute speedily

and in the process preserves business relationships.

The Tribunal finalised and published on its website

Guidelines for conducting ADR. The Guidelines are

intended to simplify the Tribunal processes and

make it easier for members of the public to access

the Tribunal’s services. Of the total number of ap-

plications for adjudication and ADR cases handled

during the year under review, 60% were lodged

without utilising the services of a legal representa-

tive. Approaching the Tribunal without a legal rep-

resentative is encouraged as it reduces the cost of

doing business. The Tribunal does not charge fees

for its services, although it may in future do so to re-

coup the costs associated with the provision of the

service. The charging of fees will, however, require a

legislative amendment.

Since the publication of the Guidelines for conduct-

ing ADR, the Tribunal has been experiencing an in-

crease in the number of ADR cases, although the

increase is still minimal. The increase in the number

of cases is further attributed to the outreach initia-

tives that the Tribunal engaged in during the course

1.3. Report of the Chairperson

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of the year.

The Tribunal will continue to strengthen its aware-

ness and education initiatives which for the year un-

der review included the use of print media, strategic

partnerships with municipalities and the judiciary as

well as the hosting of a seminar.

Research has been undertaken to contribute to a

body of knowledge on company law and the ef-

fectiveness of the Tribunal. The Companies Tribunal

continues to participate in the Specialist Commit-

tee on Company Law (SCCL) headed by Prof Mi-

chael Katz and makes a contribution to the devel-

opment of company law in general.

Attention has been paid to enhancing internal

systems and controls as well as financial manage-

ment. All the issues raised in the previous financial

year’s audit were addressed. These issues included

the appointment of PWC as internal auditors and

the appointment of the Chief Financial Officer. The

performance indicators and targets were also re-

viewed. Controls were put in place to avoid irregu-

lar expenditure and this resulted in a reduction in

irregular expenditure compared to the last financial

year.

The Tribunal continues to maintain sound financial

management. The Annual Financial Statements

(AFS) fairly represent the Tribunal’s financial position

and performance for the year under review. There

are no material facts or circumstances that materi-

ally affect or could affect the financial position of

the Tribunal as a going concern. The Tribunal sup-

ports the development of SMMEs and B-BBEE enter-

prises as 78% of its procurement was with B-BBEE lev-

el 1, 2 and 3 contributors. Furthermore the Tribunal

paid 97% of it’s suppliers within 30 days.

The Tribunal encountered a number of challenges

during the year under review. Amongst the key chal-

lenges was the budgetary constraints which made

it impossible for the Tribunal to fill most of the vacant

positions as well as acquire office space including

hearing rooms. Due to financial and space con-

straints the Tribunal is not in a position to acquire its

own IT infrastructure and is thus reliant on the De-

partment of Trade and Industry (the dti) IT infrastruc-

ture. The Tribunal will continue to engage the dti

and National Treasury, particularly on the issues of

funding, filling of vacancies and office space.

I am, however, confident that the Tribunal will suc-

ceed in its efforts of building a world-class adjudi-

catory body through the development of a new

jurisprudence in company law and thus play a sig-

nificant role in promoting a fair regulatory environ-

ment.

I would like to take this opportunity to thank the Ex-

ecuting Authority, the Minister of Trade and Industry,

Dr Rob Davies, MP, the Director General of the De-

partment of Trade and Industry, Mr Lionel October

and his team, the Deputy Director General: CCRD

Ms Zodwa Ntuli, the group Chief Operations Officer

Ms Jodi Scholtz, as well as sister agencies for their

continued support; my fellow Tribunal members,

the Audit and Risk Committee members, the Inter-

nal Auditors (PWC) and the employees for the out-

standing contributions and dedication.



Date: 29 July 2015


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1.4 Vision

A world class regulatory organisation that contributes to the promotion of fair and ethical business practices

through the provision of simple, efficient, fair and transparent adjudication and dispute resolution services.

1.5 Mission

• To adjudicate applications made in terms of the Companies Act (2008) and make orders in respect of

such applications; and

• To provide voluntary dispute resolution through conciliation, mediation and arbitration.

1.6 Legislative mandate

The Companies Tribunal is established in terms of Section 193 of the Companies Act, (No. 71 of 2008), as a

juristic person. In terms of the Act the Tribunal has jurisdiction throughout the Republic. It is independent and

subject only to the Constitution and law.

The Tribunal’s mandate in terms of Section 195 of the Companies Act is to:

a) Adjudicate in relation to any application that may be made to it in terms of the Act and make any

order provided for in the Act in respect of any such application.

b) Assist in the resolution of disputes as contemplated in part C of Chapter 7 of the Act.

c) Perform any other function assigned to it by or in terms of the Act or any law in Schedule 4.

In delivering on this mandate the Companies Tribunal is expected to exercise and perform its functions in line

with the spirit, purpose and objects of the Constitution, International Law and the Companies Act, and in a

manner which is transparent, impartial and without fear, favour or prejudice.

In addition to the founding legislation: the Companies Act, as well as the Tribunal’s Guidelines, the Tribunal has

considered the following sets of legislation and policy prescripts, addressing the purpose and policy of the

Act:

The Constitution of the Republic of South Africa:

Through its adjudicative mandate the Tribunal plays a significant role in upholding and preserving the princi-

ples enshrined in the Bill of Rights. Specifically, the Tribunal has a direct impact on the following areas within

the Constitution of the country, under the Bill of Rights section:

• Sub-section 9: Equality – Through remaining accessible to diverse groupings of individuals and businesses,

the Tribunal plays its role in ensuring that parties have the right to equal protection and benefit of the law.

Additionally, the Tribunal strives through its value system to respect human diversity and ensure that no

form of discrimination, if any, is tolerated.

• Sub-section 10: Human dignity – Through the adjudication process, the Tribunal ensures that prohibited

conduct, as well as the relevant action thereto does not impair human dignity.

• Sub-section 14: Privacy – Whilst adhering to its founding legislation, and as part of the adjudicative role,

the Tribunal ensures that the privacy of persons is protected.

• Sub-section 33: Just administrative action – The Tribunal ensures it hears both sides of a dispute and that it

issues reasons for its decisions.

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1.7. Companies Tribunal Organisational Structure as at 31 March 2015

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Adv. Simmy Lebala, SCChairperson

Lucia Glass

Matshego RamagagaDeputy Chairperson

Randall Williams

Khatija Tootla

Prof Piet Delport

Maake Francis Kganyago

Khashane Manamela

Members

BJuris, LLB, University of

Zululand; LLM, Georgetown

University; Diploma in Trial

Advocacy, University of

Colorado; Certificate in

Mediation.

LLM, BProc, BA (Law), Unisa.

LLB, LLD, University of

Pretoria; Higher Diploma

in Tax Law, University of the

Witwatersrand.

BA, Unisa; LLB, Certificate

in Labour Law, University of

KwaZulu Natal; Certificate in

Management (first year MBA),

Buckinghamshire Chilterns;

Certificate in Intellectual

Property Law, WIPO (World

Intellectual Property Rights

Organisations) and Unisa; LLM

(Corporate/Commercial),

Unisa; Postgraduate

Certificate in Advanced

Taxation.

BProc, LLB, LLM (Commercial

Law), Certificate in Forensic

Auditing and Fraud

Examination, Diploma in

Insolvency Law Practice;

Certificate in International

Trade Law.

BProc, LLB, LLM.

BA, University of Venda; LLB,

LLM (Commercial Law),

University of Pretoria; LLM

(Tax Law) University of the

Witwatersrand; Master of

Business Leadership, Unisa-SBL.

BProc, LLB, University of the

North; LLM, Vista University;

Certificate in Deceased

Estate, Law Society of SA

in collaboration with the

College of Law, Unisa;

Certificate in Pension Funds

Law, Unisa; Insolvency Law

and Practice, RAU (now the

University of Johannesburg).

The Tribunal is comprised of members with suitable qualifications and experience in economics, law,

commerce, industry or public affairs, they are appointed in terms of section 194 of the Companies Act.

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Sathie Gounden Adv. Lizelle Haskins

Prof Kasturi Moodaliyar

Mmoledi Malokane

Agnes Tsele-Maseloanyane

Peter Veldhuizen

Members

BCompt, Unisa; Postgraduate

Diploma in Accounting,

University of Durban

Westville; Certificate in

Forensic Auditing and Fraud

Examination, University of

Pretoria; CA (SA), Registered

Auditor, Professional

Accountant (SA), CD (SA).

BProc, UNIN (now University

of Limpopo); Advanced

Diploma in Corporate Law,

RAU (now University of

Johannesburg); Certificate in

Mergers and Acquisition Law

and Regulations, University of

Pretoria; Advanced Diploma

in Banking Law, Advanced

Diploma in Insolvency Law,

University of Johannesburg.

BProc, LLB, LLM, University

of Natal (now University

of KwaZulu Natal); MPhil

(Criminological Research),

University of Cambridge;

Programme in Economics

and Public Finance, Unisa;

Programme in Legislative

Drafting, University of Pretoria.

LLB, LLM (Corporate Law),

Advanced Certificate in

Tax Practice, University

of Pretoria; Advanced

Corporate Law, University of

the Witwatersrand.

BProc, Certificate in Taxation,

MBA, Unisa; LLM, University of

Cape Town.

BJuris, University of Zululand;

LLB, North West University; LLM

(Mercantile Law), University

of Pretoria; Diploma in

Labour Law, University of

Johannesburg; Advanced

Taxation Certificate, Unisa.


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From left (back row): Keikanentswe Sebokwane (Deputy Manager IT), Curtis Mbhalati (Legal Advisor),Selby Magwasha (Deputy Manager Registry); From left (front row): Dumisani Mthalane (Communication Officer),Lydia Mabele (Legal Advisor), Charmaine Wessels (Executive Secretary), Irene Mathatho (Chief Financial Officer)

Thembinkosi Jongani (Intern Supply Chain Management)

From left: Simukele Khoza (Manager Research), Tebogo Mputle (Manager Registry),Douglas Mokaba (Legal Advisor)

Meet the Team

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PART 2Performance Information

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2.1. Auditor General’s Report: Predetermined objectives

The Auditor General of South Africa (AGSA) current-

ly performs the necessary audit procedures on the

performance information to provide reasonable

assurance in the form of an audit conclusion. The

audit conclusion on the performance against pre-

determined objectives is included in the report to

management, with material findings beings report-

ed under the predetermined objectives heading in

the Report on other legal and regulatory require-

ments section of the auditor’s report.

2.2 Situational Analysis

The Tribunal operates in an economy characterised

by an increase in the number of new enterprises and

an active citizenry that enforces its rights in terms of

service delivery. There is however still a need to pro-

tect the rights of vulnerable persons such as illiterate

and historically disadvantaged individuals vis-à-vis

established corporates in the enforcement of rights.

The majority of new entrants in the economy are not

aware of their rights and therefore need assistance

from institutions such as the Tribunal. Thus there is a

need to simplify processes as well as put more em-

phasis on education and awareness initiatives.

The services provided by the Tribunal during the

year under review included the adjudication of ap-

plications in terms of the Act and the resolution of

disputes through ADR.

The Tribunal operated under severe budgetary

constraints and as such has not been able to fill key

posts which are necessary for service delivery such

as Managers Communications, Corporate Services

and Legal Services. This has resulted in the partial

achievement of one out of three of the outputs re-

lating to effective stakeholder engagement. It has

also resulted in delays in reviewing the Risk Man-

agement Strategy as well as challenges in the coor-

dination of Corporate Support Services.

The adjudication programme has succeeded in

exceeding one out of three outputs, and fell mar-

ginally short of achieving the other two outputs. The

underperformance was due to the technical re-

quirement for the filing of ADR applications which

needed to be complied with for the cases to be

scheduled for hearing. It must be noted that 100%

of cases set for hearing under ADR were finalised.

The Tribunal continues to experience challenges

with regard to suitable office space including hear-

ing rooms and discussions with the dti on this issue

are still on-going.

2.3. Strategic outcome oriented Goals

• Adjudicate and make orders in relation to any

application

• Resolution of disputes in terms of Alternative

Dispute Resolution (ADR)

• Ensure operational effectiveness and efficiency

of the Tribunal

• Effective stakeholder engagement.

2.4. Description of Programmes

The Tribunal comprises of two programmes, viz. ad-

judication and administration.

Adjudication: To adjudicate and make an order in

relation to applications made in terms of the Com-

panies Act, 2008, as well as to resolve disputes in

terms of the alternative dispute resolution.

Administration: To ensure the operational effective-

ness of the Tribunal as well as effective stakeholder

engagement.

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2.5. Purpose of the Programme

2.5.1 Adjudication

One of the Tribunal’s main objectives is to adjudicate matters timeously and expeditiously. Cases are adju-

dicated by either a single member or a panel of at least three members based on the papers filed with the

Tribunal and where necessary hearings are held depending on the nature of the case. The Tribunal comprises

of 13 Part-time Members, including the Chairperson and Deputy Chairperson and one Full-time Member ap-

pointed by the Minister of Trade and Industry.

These Members have expertise in the different areas envisaged in the Act such as law, economics, commerce,

industry or public affairs. Some of the members also serve as Acting Judges of the High Court; there are Sen-

ior Advocates and Attorneys; two Law Professors and a Chartered Accountant. Registry is responsible for,

amongst others, the management of cases, assisting the Chairperson with the allocation of cases to Tribunal

Members, communicating and informing parties relating to the progress of their cases, Tribunal procedures

and management of all enquiries made with the Tribunal. Registry is the custodian of all Tribunal cases, docu-

ments and knowledge management systems.

The Tribunal strives to be accessible to the public and matters are brought before it at no cost. For the year

under review the Tribunal’s caseload consisted of 326 cases of which 198 were finalised. The majority of cases

that were not finalised could not be considered as the statutory filing period was not closed.

The table below is a comparison of cases handled during the reporting period and previous financial year.

Nature of cases 2014/2015 2013/2014

Access to records 1 2

ADR 10 1

Change to financial year-end 6 5

Company restoration - 1

Compliance notice 2 -

Directors’ dispute 10 8

Extension of time to prepare AFS 5 -

Extension of time to convene the AGM 9 7

Holding of an AGM 2 1

Name disputes 233 189

Outstanding information 1 -

Review of CIPC decision 2 2

SECs (s 72)(5) 36 79

S 2(3) exemption - 1

S 6(2) exemption 4 -

Substituted service 4 1

Variation of an order 1 -

TOTAL 326 296


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The Tribunal’s turnaround times in issuing decisions are within 30 days after the date of hearing and 30 days

after the date of allocation of a matter to Members. In the year under review, out of all the cases that were

decided, 90% were decided within the 30 day period and only 10% outside this period. Ninety percent (90%)

of decisions were issued within 30 days after date of allocation compared to 69% in the previous financial

year. The percentage of cases decided within 30 days after date of the hearing is 80%, which is similar to the

previous financial year.

The graph below is a comparison of matters resolved within and outside the 30 day period in 2013/2014 and

2014/2015.

The graph below illustrates a comparison of some of the cases as per the nature of cases resolved within and

outside the 30 day period in 2013/2014 and 2014/2015.

2014/2015

2013/2014

within 30 days ofhearing

within 30 days ofallocation

90%

69%

80% 80%

0

20

40

60

80

100

2014/2015 (within 30 days)

2014/2015 (outside 30 days)

2013/2014 (within 30 days)

2013/2014 (outside 30 days)

Decided Cases

Name Disputes

SEC(s 72(5))

Extension of time toconvene

AGM

Director’sDispute

Change offinancialyear-end

0

10

20

30

40

50

60

70

80

90

100

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Highlights of Certain Cases

This section gives details of some of the cases which

the Tribunal handled during the year under review.

(A) Name Disputes

(I) Dolce & Gabbana Trademarks S.R.L(Applicant) And Dolce And Gabbana (Pty) Ltd (Respondent)The application was made in terms of section 160 of

the Companies Act (No.71 of 2008). The Applicant

requested the Tribunal to make an order directing

the Respondent to change its name as it does not

comply with section 11 of the Act and that the use

of the Respondent’s name in commerce would

constitute an infringement of the Applicant’s DOL-

CE AND GABBANA trademark. DOLCE & GABBANA

is registered in terms of the company laws of Italy

and their registered address is: 10 Via Goldoni, Mi-

lan, Italy.

The Respondent, DOLCE AND GABBANA (Pty) Ltd, is

registered in terms of South African company laws

and their registered address is: 5784 Nomzamo Lo-

cation, Queenstown, Eastern Cape. A copy of the

application was served on the Respondent by the

Queenstown Sherriff on the 14 November 2014 at

the above mentioned address. The Respondent did

not respond to the application, the Applicant there-

fore applied on Form CTR 145 for a default order in

terms of regulation 153.

The ground for the Applicant’s objection is that the

name DOLCE AND GABBANA PTY LTD is confusingly

similar to the Applicant’s registered DOLCE AND

GABBANA trademark in sight, sound and meaning.

The Applicant also indicated that the name DOLCE

AND GABBANA is derived from its founders namely:

Domenico Dolce and Stefano Gabbana.

Ruling: The Applicant’s application was granted

and the Respondent was directed to change its

name to one that does not incorporate and is not

confusingly similar to the Applicant’s DOLCE AND

GABBANA trademark.

(Ii) Comair Limited (Applicant) And Kuhlula Training, Projects And Development Centre (Pty) Limited (Respondent)COMAIR Ltd is a public company and proprietor

of the trademarks KULULA and KULULA.COM; these

trademarks have been extensively used since 2001

in respect of COMAIR’s airline business. KUHLULA

TRAINING, PROJECTS AND DEVELOPMENT CENTRE

(PTY) LIMITED is a non-profit company registered as

of 19 November 2012. The respondent has been mis-

takenly cited as a private company hence “(Pty)

Ltd” instead of “NPC”.

COMAIR in their application, indicated that KUH-

LULA should be directed to choose a new name

as its current name does not satisfy the require-

ment of section 11 of the Companies Act (No.71 of

2008). COMAIR avers that KUHLULA is visually (ap-

pearance), phonetically (sound) and conceptually

(sense) confusingly similar to its trademarks of KU-

LULA and KULULA.COM. Furthermore, they indicate

that the remainder of the respondent’s name is

“presumably descriptive of its activities and there-

fore, not distinctive”.

KUHLULA refutes that its name breaches the statu-

tory provisions as indicated by COMAIR, it submitted

that its name totally differs from COMAIR’s trade-

mark and there is no likelihood of confusion among

members of the public. Furthermore, they indicate

that KUHLULA and KULULA do not carry similar

meanings; their spelling is different and originates

from different languages i.e. Shangaan (KUHLULA)

and Zulu (KULULA).

Ruling: The application was refused.


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(B) Social and Ethics Committees (Secs)

(I) Blue Diamond Investments no.1 (Rf) LtdThe application was made in terms of section 72 (5)

and 72 (6) of the Companies Act. In their applica-

tion for exemption to appoint the SEC, the applicant

stated that it is a ring-fenced, bankruptcy remote,

special purpose vehicle to conduct a securitisation

scheme. The shares in the company are owned by

Blue Diamond Owner Trust which in turn is controlled

by Standard Bank of South Africa Ltd. The Compa-

ny’s activities are limited in terms of the Memoran-

dum of Understanding as it cannot conduct any

business that will affect its insolvency status.

Standard Bank of South Africa Ltd controls the

Blue Diamond Owner Trust and procures investors

in the debt instruments issued by the applicant in

the securitisation scheme. The applicant does not

have employees but it’s Public Interest Score (PIS)

is above 500. The applicant advances that due to

the restricted nature of the business and its spe-

cific purpose, it is not reasonably necessary in the

public interest to require the applicant to establish

SEC. The Tribunal found that the applicant failed to

provide sufficient evidence about the extent of its

activities. The fact that the company is ring-fenced

does not help in determining whether a company

must appoint the SEC. The determining factor is the

PIS which is above 500 points in this case.

Ruling: The application was refused.

(Ii) Southchester (Rf) LtdThe application was made in terms of section 72 (5)

and 72 (6) of the Companies Act. The entity is ring-

fenced and its sole business is to issue debentures

and invest the proceeds in a portfolio of financial

instruments and products. Southchester (RF) Ltd is

a wholly owned subsidiary of Southchester Holdings

(Pty) Ltd. The Public Interest Score of the company

exceeds 500 points.

The applicant submitted that “due to the restricted

nature of the business and its specific purpose, it is

not reasonably necessary or in the public interest

to require the applicant to establish the SEC”. The

Tribunal had to evaluate whether it would serve the

public better if the applicant is exempted from SEC.

The Tribunal found that the applicant failed to pro-

vide evidence regarding the extent of it’s activities

in the supporting affidavit and the Memorandum of

Incorporation. Therefore without evidence of the

extent of it’s business activities, the Tribunal could

not grant the application.

Ruling: The application for exemption to appoint

the SEC was refused.

(C) Directorship Disputes

(I) Basil Holford (Applicant) And The Board Of Directors, Westlake Country & Safari Estate Homeowners Association (Respondent)Basil Holford is a home owner and resident at West-

lake Country and Safari Estate (Westlake). He was

elected a board member of the Westlake Home

Owners Association (HOA) at the Annual General

Meeting on the 04th December 2011. He has since

resigned, left behind three board members. Mr

Holford alleged criminal conduct and breach of

corporate governance by Messrs. Charles Joseph

Payne, Victor Lawrence Jee and Michael de Melo

(these are respondents to the application). The Ap-

plicant wanted these individuals removed from the

board. A new board has since been appointed to

replace the respondents. The citation of the board

of directors of the Westlake HOA, as opposed to the

Westlake HOA was erroneous. This was confirmed by

the election on the new board of directors.

The applicant resigned due to differences with

other co-members and then joined a group of dis-

gruntled homeowners called “Concerned Home-

owners”. The concerned group tried to resolve the

dispute but it was in vain. They reported the matter

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10 ADR cases received

to the South African Police Service and Companies

and Intellectual Property Commission (CIPC).

A pre-hearing was arranged to limit the matters to

be determined in the dispute between the parties.

It was agreed at the pre-hearing that Mr Holford

will furnish a resolution that authorises him to bring

the application on behalf of the concerned home-

owners. It was proposed that he should amend the

application to read as follows: “Mr. Basil Holford on

behalf of the Concerned Homeowners Association

or the Concerned Home Owners.” Both the ap-

plicant and respondents were given dates to file

and oppose the application; the Tribunal was ex-

pected to give a written decision on the disputes

raised before the matter proceeded to a hearing.

Parties filed supplementary affidavits and agreed

as directed.

Mr Holford indicated that he had the right as a

member of the Westlake HOA and a concerned

home owner in terms of sections 156 and 157 of the

Act. He further submitted that he followed advice

from CIPC representative to lodge a complaint with

the Tribunal. He provided a resolution dated 16th

May 2013 signed by 14 home owners. The resolu-

tion referred to a report prepared by the Applicant

and it authorised Mr Charlton Forsyth to institute

proceedings against the current board of Westlake

HOA. The applicant wanted to apply section 157 (1)

(c) of the Act, he has as a result not succeeded to

appropriately qualify himself in this regard.

The applicant filed a new Forms CTR 142 reflecting

the respondents in their individual capacity indicat-

ing that the respondents are no longer directors of

the Westlake HOA. The applicant claimed that the

respondents are guilty in terms of sections 26(1); 28;

30; 75; and 76(3) of the Act. The applicant argued

that the fact that the respondents are no longer di-

rectors of Westlake HOA, “does not absolve them

of their responsibilities as directors at the time and

their failure to act in the best interest of the com-

pany”. This constitutes a new relief as the three are

no longer directors.

Alternative Dispute Resolution

For the financial year under review, ten ADR cases were received. One was closed, four were finalised and five

were not decided.

Closed

Finalised

Pending hearing

1

5

4


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ORDER: The Tribunal does not have jurisdiction to

deal with any of the matters or disputes raised. The

application was dismissed at no cost.

Highlighted Case

The application for ADR relates to the dispute of a

Director of a company. The Applicant filed papers

indicating that the Respondent breached section

163(1) of the Companies Act (No. 71 of 2008). The

Respondent filed a joint case summary to the appli-

cant’s initiating documents. The Applicant sought

to have the dispute resolved in terms of section

166(1) (a) of the Act. The Tribunal conducted me-

diation on the following issues:

• Determine the appropriate remuneration of

the directors of the company, as the sharehold

could not reach an agreement;

• The person to be mandated to manage the

administrative, business and financial affairs of

the company;

• Constitutional documents of the company and

• The vision of the company.

Mediation was conducted on the 26th September

2014 and an agreement was reached by the par-

ties to initiate some mechanism to resolve the dis-

pute on their own. The Presiding Officer deemed it

fit to encourage parties to continuously engage to

resolve the disputes at hand.

Decision: The mediation process was regarded as

finalised.

The mediation process assisted in getting the par-

ties back to the negotiating table as they were at

loggerheads before approaching the Tribunal.

Appeals and Reviews

Parties to a dispute or applicants who are not satis-

fied with the decisions of the Tribunal may take up

the matter on appeal or review with the High Court.

Since the Tribunal has been in operation, there has

been one appeal or review.

2.5.2 Administration

2.5.2.1 Research

The Research division conducts research in order

to build a body of knowledge in company law to

ensure the operational effectiveness of the Tribunal.

The Income Generation Framework which was in-

tended to guide the Tribunal in generating income

was developed. The framework could not be pro-

ceeded with, as the Act needs to be amended to

enable the Tribunal to charge fees.

The Tribunal conducted research with a view to

understanding the low uptake in the ADR services.

Comparisons were done with other institutions pro-

viding mediation, conciliation and arbitration. The

research recommendations are being implement-

ed.

Guidelines for conducting ADR were developed

to assist members of the public when applying for

ADR. Draft Guidelines for the writing and publishing

of research or newspaper articles by Part-time Tri-

bunal members were also developed.

Lastly, research was conducted on the impact of

exemptions granted from appointing the SECs. No

conclusive findings could be reached due to the

poor responses from companies.

2.5.2.2 Communication and Marketing

The objective of Communication is to educate

members of the public and raise awareness re-

garding the Tribunal. It further develops and main-

tain strategic partnerships.

During the year under review, the Tribunal focused

its attention on the following main areas:

• Communication, media and marketing initiatives

and

• Stakeholder engagement.

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Discussion session at the Tribunal seminar on promoting enterprisedevelopment and accountable corporate citizenry

As part of its communication strategy the Tribunal

prioritised accessibility, public awareness and stake-

holder engagement. The media community remains

one of the key stakeholders in terms of information

dissemination to the public. As a result, three media

releases were issued. The media releases amongst

others, were intended to inform the public of the

Tribunal’s services, the availability of the Tribunal in

providing mediation, conciliation and arbitration as

well as the Tribunal’s seminar.

The Tribunal website is still the key means of com-

municating with the public and stakeholders and

is a repository of Tribunal information. Currently the

Companies Regulations is the most downloaded

document (747 downloads), followed by the appli-

cation form CTR142 (698 downloads) and the Com-

panies Act (629 downloads). In the 2015/16 finan-

cial year, the Tribunal will explore the use of social

media as one of the mediums of communication.

Stakeholder Engagement

As part of public awareness, the Tribunal participat-

ed in a number of outreach campaigns including

the Sedibeng Youth Development seminar which

was organised by Government Communication

and Information Systems (GCIS) in Gauteng. The

seminar was used as a platform for youth to learn

more about the existence of the Tribunal and its

services. The ongoing partnership between the City

of Tshwane and the Tribunal saw the hosting of the

Business Information Roadshow in Cullinan. The Tri-

bunal also participated in an outreach programme

in Alexandra which was organised by The Depart-

ment of Small Business Development. The outreach

was aimed at empowering and interacting with

cooperatives, youth, emerging entrepreneurs and

small businesses in Alexandra. The Tribunal took part

in the dti open day exhibition which is an annual

event that attracts over 5000 people.

Discussions were held with the judiciary with a view

to formalising the strategic partnership in relation to

the handling of ADR cases.

Companies Tribunal Seminar

The Tribunal hosted a seminar with 150 delegates

in attendance to engage stakeholders with a view

of informing them about the Tribunal’s services and

obtaining their views on the services rendered by

the Tribunal. The Seminar discussed amongst others;

issues relating to business ethics, Social and Ethics

Committee, compliance with the Companies Act,

and Protection of minority shareholders. Delegates

who attended the seminar included the business

fraternity, academics, law practitioners, aspiring en-

trepreneurs and the public sector.


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2.5.2.3 Legal Services

There were no litigation cases that the Tribunal was

involved in during the financial year.

2.5.2.4 Corporate Services

The objective of corporate services division is to

promote and maintain sound corporate govern-

ance as well as to ensure the recruitment, appoint-

ment and development of competent staff for the

Tribunal. The Chairperson of the Tribunal is also the

Accounting Authority. The Tribunal reports to the Ex-

ecuting Authority, who is the Minister of Trade and

Industry. The current organisational structure com-

prises 28 positions. Only 15 of the 28 posts were

funded.

At the end of the year under review, the Tribunal staff

complement consisted of 13 staff members plus one

intern. Three staff members were transferred from

the CIPC and are included in the staff complement

of 13 persons. In addition to the transferred staff,

there were five new appointments made during

the year under review. Immediately after the retire-

ment of the Deputy Manager Financial Accounting

and the resignation of Assistant Manager Financial

Accounting, advertisements were made to fill the

above mentioned positions.

The Tribunal recognises that training builds the skills

and knowledge of each staff member and con-

tributes to a more productive and motivated staff.

Moreover, providing employees with opportunities

for further education and personal development

is necessary for the long-term sustainability of the

Tribunal. Consequently, 92% of the Tribunal’s staff

attended training. Training attended covered VIP

Payroll, Pastel, Research Methodology, Mediation,

Labour Law, Leave administration, Project Manage-

ment, Contract Management and Records Man-

agement.

An internship policy was developed with the aim

of providing South African youth with experiential

learning and thus contribute to the country’s skill

development. A Human Resource Plan was also

developed to ensure the skilling and retention of

competent employees.

2.5.2.5 Office of The Chief Financial Officer

The CFO‘s office is responsible for both Finance and

Supply Chain Management (SCM). The Finance

division is responsible for the overall financial man-

agement of Tribunal funds, including planning,

budgeting and reporting. The division ensures that

operational and capital expenditure is in line with

the prescripts of the Public Finance Management

Act, 1999 (Act No.1 of 1999)(PFMA) and related

regulations.

SCM is the procurement of goods and services. It

covers areas such as demand, acquisition, logistics,

disposal and risk management. The SCM unit ad-

ministers the tender process in line with the Prefer-

ential Procurement Policy Framework Act, 2000 (Act

No.5 of 2000) (PPPFA).

On 31 July 2014, KPMG‘s contract came to an end.

The finance functions were outsourced to them up

until this point. The CFO assumed her role on the

06 August 2014. Various internal controls were en-

hanced, e.g. review of policies, the delegation of

authority was revised and approved and SCM pro-

cesses were enhanced to ensure compliance with

various SCM regulations.

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2.6

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30

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2.7 Strategy to Overcome Areas of Under Performance

2.8 Changes to Planned Targets

Annual Target Reason for change

Issue 85% of decisions within 30

working days after date of the

hearing

The annual target was revised from 90% to 85% due to capacity

constraints. Furthermore an additional target for dealing with ADR

matters was set. The number of Tribunal members has since been

increased.

Issue 85% of decisions within 30

working days after date of the

allocation

The annual target was revised from 90% to 85% due to capacity

constraints. Furthermore an additional target for dealing with ADR

matters was set. The number of Tribunal members has since been

increased.

Produce 3 research reports The target was changed due to capacity constraints.

Approved revenue generation

framework

The framework was approved and submitted to the Minister for

consideration, but could not be proceeded with as the legal opinion

indicated that there is a need to amend the Companies Act, 2008 to

enable the Tribunal to charge fees.

80% of staff of CT to attend training The target was removed from APP as it was operational.

Area of underperformance Proposed actions

1. Resolution of disputes in terms of Alternative Dispute Resolution (ADR)

All cases set down for hearing were finalised. However the

other cases were not finalised as the hearing dates were

not yet finalised. The hearing dates are negotiated with

parties and Tribunal Members before being finalised. The

calculation method to be reviewed in the new financial

year to only consider the finalisation of cases that are set

down for hearing and not those that are received.

2. Adjudicate and make orders/decisions in relation to any application

Performance target to adhere to turnaround times to be

set for Members.

3. Ensure operational effectiveness and efficiency of the CT

Delay in receiving responses and feedback for the surveys

sent out resulted in the late finalisation of the report.

Different research methodologies to be explored.

4. Effective stakeholder engagement Partially completed. Seminar hosted; seminar report

outstanding. Capacity constraints.

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2.9 Linking Performance with Budgets

2014-2015 2013-2014

Programme Budget Actual Expenditure

(over)/under

Expenditure

Budget Actual Expenditure

(over)/under

expenditure

R’000 R’000 R’000 R’000 R’000 R’000

Adjudication 2 752 3 005 (253) 3 376 2 904 472

Administration 11 851 10 755 1 096 6 961 5 314 1 647

TOTAL 14 603 13 760 843 10 337 8 218 2 119

The Tribunal’s budget for the year under review was R14.6 million and had a surplus of R1.0 million. The surplus

is mainly due to the fact that some procurement process were not finalised before the financial year end, thus

resulting in total commitments of R786 855. Some vacant posts which were budgeted for the entire year were

not fully occupied thus the surplus. The majority of the funds for the Tribunal was utilised to fund the increased

staff complement as well as Tribunal member’s fees.

2.10. Revenue Collection

2014-2015 2013-2014

Source of revenue Budget Actual amount

collected

(over)/under collection

Budget Actual Amount

collected

(over)/ under

collection

R’000 R’000 R’000 R’000 R’000 R’000

Government Grant 13 313 13 313 - 10 337 10 337 -

Interest received 1 290 1 344 (54) - 989 (989)

Donations received - 196 (196) - - -

Other income - - - - 1 (1)

Total 14 603 14 853 (250) 10 337 11 327 (990)

Interest received – Companies Tribunal had a favourable bank balance as a result of the approved retention

of surplus in the prior year, thus resulting in increased interest received from the bank.

Donations received – the dti donated computer equipment to Companies Tribunal during the year.


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PART 3Governance

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3. Governance

3.1. Overview of The Governance Structure

3.1.1. Portfolio Committee

The Portfolio Committee on Trade and Industry exercises oversight over the service delivery performance of

the Tribunal and, as such, reviews the performance of the Tribunal based on its quarterly and annual reports.

The Tribunal briefed the Portfolio Committee on its performance during the year under review.

3.1.2 Executing Authority

The Minister of Trade and Industry is the Executing Authority of the Tribunal. Quarterly performance reports

were submitted to the Minister and meetings were held regarding the Tribunal’s performance.

3.1.3 Accounting Authority

The Chairperson, in his capacity as the Accounting Authority, is responsible in terms of the PFMA, to provide

strategic leadership and oversight of the affairs of the Tribunal, as well as exercise due care with regard to

the assets of the Tribunal. He is also responsible for the effective, efficient and transparent management and

operation of the Tribunal.

3.1.4 Risk Management

The Tribunal has in place a Risk Management Strategy that provides a comprehensive, systematic and

integrated framework for the management of risk across the organisation. The Risk Management Strategy

is also interlinked with the anti-corruption, fraud prevention and disaster recovery measures. The effective

management of risk is critical to ensure that the Tribunal delivers on its mandate and achieves its strategic

objectives. The strategy provides a modality with reference to the identification, assessment and treatment of

risks attached to the Tribunal’s goals and activities.

During the review of the strategy by the internal auditors certain shortcomings were identified and the process

of procuring a service provider has been initiated to address the short comings.

The Tribunal has a Risk Register, which indicates management’s actions for addressing each of the risks and

the progress made in regard thereto. The Risk Register is monitored on a quarterly basis by the Audit and Risk

Committee. The Audit and Risk Committee has an oversight role in respect of the management of risk.

3.1.5 Internal Audits

PWC has been appointed as the Tribunal’s Internal Auditors. The internal audit undertaken used a risk based

approach. The following internal audits were performed during the year under review: Performance Audit,

Risk Management Process, IT Audit, IT Governance Review, Supply Chain Management, Human Resource and

Payroll Audit, Annual Financial Statement Review, Audit of Performance Information and Follow-up review.

The internal auditors also conducted a gap analysis with regard to the Tribunal’s policies and procedures to

determine the gap between applicable policies and procedures that should be in place at the Tribunal vis-

a-vis the current policies and procedures in place.

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The Tribunal has succeeded in addressing fully 24 of the 54 internal audit findings, 16 findings were partially

resolved and 14 are not yet addressed. The Internal audit finding register is kept to track progress and is

presented quarterly to the Audit and Risk Committee. Findings not yet addressed are mainly due to capacity

challenges.

3.1.6 Audit and Risk Committee

Name of members Status of member Number of meetings

scheduled

Number of meetings attended

A Sithebe Chairperson 6 5

L Kali Non-executive 6 4

L Nevondwe Non-executive 6 5

K Maupa Non-executive 6 6

K Naidoo Non-executive 6 3

Four quarterly meetings were scheduled for the year and two special meetings were arranged to deal with

urgent and critical matters.

3.1.7 Compliance with Laws and Regulations

The Tribunal has registered for and met its obligations in respect of the following levies and taxes:

• Skills Development Levy (SDL)

• Workmen’s compensation

• Unemployment Insurance Fund (UIF)

• Pay-As-You-Earn (PAYE).

The Tribunal is not a Value Added Tax (VAT) vendor in terms of the Value Added Tax Act, Act No. 89 of 1991. The

Tribunal is exempt from income tax in terms of section 10 (1)(Ca)(i).

3.1.8 Fraud and Corruption

Principles underpinning the Tribunal’s anti-fraud and corruption policyThe Tribunal’s anti-fraud and corruption policy is based on the following principles which the Fraud Prevention

and Response Plan seeks to give effect to:

•Zero tolerance to fraud and corruption

•Accountability of leadership, Tribunal members and staff

•Duty to implement effective anti-fraud controls

•Duty to report and reporting mechanisms by staff members and stakeholders

•Duty to protect whistle-blowers

•Reporting to police and other relevant authorities

•Mandate to investigate fraud

•Instituting disciplinary proceedings

•Training and awareness

•Fraud risk assessment.


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The objectives of the Fraud Prevention and Response Plan are to enable the Tribunal in the management of

fraud or suspicions of fraud to:

• Deter or prevent any fraudulent activities

• Detect fraudulent activities

• In cases where fraud is suspected to have taken place, to:

- prevent further loss where fraud occurred;

- establish and secure evidence necessary for disciplinary and criminal action;

- assign responsibility for investigating the incident;

- establish circumstances in which external specialists should be involved;

- establish lines of communication with the police;

- keep all staff members who have a need to know suitably informed about the incident and the

Tribunal’s response;

- recover losses;

- deal with requests for references regarding employees disciplined, dismissed or prosecuted for

fraud; and

- review the reasons for the incident, the measures taken to prevent a recurrence, and any action

needed to strengthen future responses to fraud.

3.1.9. Minimising Conflict of Interest

To support managers in the prevention of fraud, the Tribunal has adopted/developed and disseminated the

following documents:

• Disclosure of interests forms by members of the Committees and management

• Disclosure of hospitality and gifts register

• Risk management strategy

• Code of Conduct.

3.1.10 Code of Conduct

A code of conduct for staff is in place. This code states what is expected of staff in their individual conduct

and in relationships with others.

3.1.11 Health, Safety and Environmental Issues

The Tribunal is located in the Department of Trade and Industry Campus. Most of the issues pertaining to

health and safety are the responsibility of the dti.

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3.2 Report of The Audit and Risk Committee

We are pleased to present our report for the financial year ended 31 March 2015.

The Audit and Risk committee (the Committee) has been in operation since August 2012. The Committee

Charter deals with the manner in which the members of the Committee should undertake their duties

and responsibilities. The Committee consists of the members listed below. During the year under review the

Committee held six meetings.

Name of members Status of member Number of meetings

scheduled

Number of meetings attended

A Sithebe Chairperson 6 5

L Kali Non-executive 6 4

L Nevondwe Non-executive 6 5

K Maupa Non-executive 6 6

K Naidoo Non-executive 6 3

3.2.1 Audit Committee Responsibility

The Committee reports that it has complied with its responsibilities arising from section 55 (1) of the PFMA and

Treasury regulations 27.1.7 and 27.1.10(b) and (c).

The Committee also reports that it has regulated its affairs in compliance with the Audit and Risk Charter and

has discharged all its responsibilities as contained therein.

The Effectiveness Of Internal Control

Although the Companies Tribunal is accountable for the process of risk management and systems of

internal control, these on-going processes are reviewed by the Committee for effectiveness. The Committee

has considered and made recommendations on corporate governance measures regarding the risk

management strategy. The Committee regularly reports to the Accounting Authority on its activities as well as

on recommendations made in the execution of its activities.

The quality of management and monthly/quarterly reports submitted in terms of the PFMA

Quarterly reports on performance information and the Companies Tribunal’s finances were presented and

reported in the Committee meetings and were monitored. Management confirms that the content and

quality of the quarterly reports issued by the Accounting Authority of the Companies Tribunal during the year

under review have complied with PFMA in this regard.

Evaluation of annual financial statements

The Committee has:

• reviewed and discussed the audited annual financial statements (AFS) to be included in the annual

report, with the Auditor General and the accounting authority;


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• reviewed the Auditor General’s management letter and management’s response thereto;

• reviewed and discussed the performance information with management;

• reviewed changes in accounting policies and practices; and

• reviewed the entity’s compliance with legal and regulatory provisions.

The Committee notes that the Tribunal is highly dependent on the approval of the retention of accumulated

surplus from National Treasury, as well as the approval of the annual grants from the Department of Trade and

Industry (DTI) in order to maintain its going concern status.

3.2.2 Internal Audit

The Internal Audit function was established in the financial year under review. Internal Audit Reports were

presented to the Committee during the year under review. The Internal Audit provided assurance that internal

controls in place are functioning effectively and efficiently as well as highlighted areas where mitigating

controls should be implemented. Management’s actions in addressing the internal audit findings were

monitored during the year.

The Committee has recommended the appointment of a Compliance Manager who will oversee all

compliance requirements at the Tribunal including the internal audit function. This recommendation has not

been implemented due to budgetary constraints.

3.2.3 Auditor-General of South Africa

We have met with the Auditor-General to ensure that there were no unresolved issues. The Committee concurs

and accepts the Auditor-General’s conclusions on the annual financial statements and is of the opinion that

the audited financial statement should be accepted and read together with the Report of the Auditor-

General.

3.2.4 Other Internal Control Matters

An independent consulting firm performed a review at the request of the Department of Trade and Industry.

The review pertained to tribunal member claims and covered the period February 2012 to July 2013. The review

was concluded on 9 December 2014 and resulted in a report with recommendations for additional internal

controls to be implemented. The Committee has been overseeing the implementation of the recommended

controls and reporting this status on a quarterly basis as requested by the Department of Trade and Industry.

Corrective measures to enhance internal controls have been put in place by management which were

being monitored by the Audit and Risk Committee on a quarterly basis. The internal audit plan for the 2015/16

financial year has been designed to incorporate the review of these controls.

Ms A. Sithebe

Chairperson of the Audit and Risk Committee

Date: 30 July 2015

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Senior Management Team


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PART 4Human Resources Management

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4.1. Introduction

As at the end of the year under review, the Tribunal staff complement comprised of 13 staff members plus

one intern. Three staff members who were transferred from CIPC are included in the 13. The positions of Chief

Financial Officer, Deputy Manager Information and Technology, Deputy Registrar, Executive Assistant were

also filled. Immediately after the retirement of the Deputy Manager Financial Accounting and the resignation

of Assistant Manager Financial Accounting, advertisements were made to fill the above mentioned positions.

The Human Resource Plan, Equity plan and the Internship policy were developed. The terms of reference for

the Remuneration Committee were also developed. The Remuneration Committee will be appointed in the

coming financial year. The current Human Resource and Payroll Policy will be reviewed to address challenges

regarding performance management system, as well as policy ambiguities.

4.2 Human Resources Oversight Statistics

4. Human Resources Management

4.2.1 Personnel cost by programme

Programme Total expenditure

R’000

Personnel expenditure

R’000

Personnel expenditure as a percentage

of the total expenditure

R’000

Number of employees

Average personnel cost per

employee R’000

Administration 13 760 8 112* 59% 13 624

• The difference between the personnel expenditure and the amount disclosed in the statement of financial performance is the R11 155 paid to an Intern.

R 8 112

R 5 648

59%

Personnel expenditure

Other expenditure

41%

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Companies Tribunal Annual Report 2015 45Companies Tribunal Annual Report 2015 45

Top Management (No. of employees =1)

Senior Management (No. of employees =3)

Professional Qualified (No. of employees =8)

Skilled (No of employees =1)

17%

R 4 235

R 1 365

R 2 364

R 148

52%

29%

2%

4.2.2 Personnel cost by salary band

• Personnel expenditure amounted to R 8 112, with 13 employees and an average personnel cost per

employee of R1 365 for top management, R 788 for senior management, R 529 for professional qualified

and R 148 for skilled levels.

4.2.3 Performance Rewards

Performance rewards have not been awarded in the previous financial year 2013/14. The performance

assessment and rewards for 2014/2015 are still to be considered.

4.2.4 Training Costs

Programme Personnel Expenditure

R’000

Training Expenditure

R’000

Training Expenditure as

a % of personnel cost

No. of employees

trained

Avg training cost per

employee

Administration 8 112 96 1% 12 8

Training attended was on VIP Payroll, Pastel, Research Methodology, Mediation, Labour Law, and Leave

administration, Project Management, Contract Management and Records Management.


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4.2.5 Employment and vacancies

0

3

6

9

12

15

Number of employees2013/142014/15

Vacancies 2014/2015Number of employees 2014/2015

Vacancies 2014/2015

Number of employees 2013/2014

Approved posts 2014/2015

Number of employees 2014/2015

7

13

0

5

10

15

20

25

30

Top

Managem

ent

Senior

Managem

ent

Profe

ssional

Qualified Sk

illed

The number of employees in 2014/2015 was thirteen.

The percentage of vacancies for 2014/2015 was 53%

(made up of 0% for top management, 50% for senior

management, 46% for professionally qualified and

75% skilled levels respectively).

11 2

4

6

13

8

2

6

3

6

3

7

1

53%47%

VacanciesNumber of employees

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Appointments

Terminations

Number of staff leaving

% of total number of staff leaving

Top

Managem

ent

DeathResig

nation

Dismiss

alRetir

ement

ill Health

Expiry

of c

ontract

Oth

er

Senior

Managem

ent

Profe

ssional

Qualified

Skille

d

Sem

i-Skil

led

Unskille

d

There were seven employees at the beginning of the period under review and 13 employees at the end of

the period.

4.2.6 Employment changes

4.2.7 Reasons for leaving

1

5

2

2

0

1

2

3

4

5

6

7

8

1 1

7 7


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4.2.8 Labour relations: Misconduct and disciplinary action

There were no misconduct and disciplinary actions taken during the year under review.

4.2.9 Equity target and employment equity status

Level Male

African Coloured Indian White

Current Target Current Target Current Target Current Target

Top management - - - - - - - -

Senior management 1 - - 1 - - - -

Professional qualified 6 1 - - - - - -

Skilled 1 1 - 1 - 1 - 1

Semi-skilled

Unskilled

Total 8 2 - 2 - 1 - 1

Level Female

African Coloured Indian White

Current Target Current Target Current Target Current Target

Top management 1 - - - - - - -

Senior management 2 1 - 1 - - - -

Professional qualified 1 - - - - - - -

Skilled - 3 - 1 - 1 1 1

Semi-skilled

Unskilled

Total 4 4 - 2 - 1 1 1

Level Disabled staff

Male Female

Current Target Current Target

Top management - - - -

Senior management - - - -

Professional qualified - - - -

Skilled - - - 1

Semi-skilled

Unskilled

Total - - - 1

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PART 5Financial Information


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5. Financial Information

5.1. Statement of Responsibility for Annual Financial Statements

The Chairperson, in his capacity as the accounting authority, is responsible for the preparation, integrity and fair

presentation of the financial statements of the Tribunal. The financial statements presented on pages 59 to 85

have been prepared in accordance with the South African Statements of Generally Recognised Accounting

Practice (“GRAP”), including any interpretations, guidelines and directives issued by the Accounting Standards

Board (“ASB”), in accordance with section 55 of the PFMA to the extent as indicated in the accounting

policies and include amounts based on judgements and estimates. The Chairperson, in consultation with the

responsible staff members, prepared the other information included in the annual report and is responsible for

both its accuracy and its consistency to the financial statements.

The going concern basis has been adopted in preparing the financial statements. The Chairperson has no

reason to believe that sufficient funding will not be obtained to continue with the official functions of the

Tribunal. These financial statements support the viability of the Tribunal.

The financial statements were audited by an independent auditor, the Auditor-General of South Africa. The

auditor was given unrestricted access to all financial records and related data, including minutes of relevant

meetings. The Chairperson believes that all representations made to the auditor during the audit are valid and

appropriate.

The audit report of the Auditor-General of South Africa is presented on page 53 to 55.



Date: 29 July 2015

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REPORT ON THE FINANCIAL STATEMENTS

Introduction

1. I have audited the financial statements of

the Companies Tribunal set out on pages 59 to 85

which comprise the statement of financial position

as at 31 March 2015, the statement of financial

performance, statement of changes in net assets,

and cash flow statement and the statement of

comparison of budget and actual amounts for the

year then ended, as well as the notes, comprising

a summary of significant accounting policies and

other explanatory information.

Accounting authority’s responsibility for the

financial statements

2. The accounting authority is responsible for the

preparation and fair presentation of these financial

statements in accordance with South African

Standards of Generally Recognised Accounting

Practice (SA Standards of GRAP) and the

requirements of the Public Finance Management

Act of South Africa, 1999 (Act No. 1 of 1999) (PFMA),

and for such internal control as the accounting

authority determines is necessary to enable the

preparation of the financial statements that are

free from material misstatement, whether due to

fraud or error.

Auditor-general’s responsibility

3. My responsibility is to express an opinion

on these financial statements based on my

audit. I conducted my audit in accordance with

International Standards on Auditing. Those standards

require that I comply with ethical requirements, and

plan and perform the audit to obtain reasonable

assurance about whether the financial statements

are free from material misstatement.

4. An audit involves performing procedures

to obtain audit evidence about the amounts

and disclosures in the financial statements. The

procedures selected depend on the auditor’s

judgement, including the assessment of the risks of

material misstatement of the financial statements,

whether due to fraud or error. In making those

risk assessments, the auditor considers internal

control relevant to the entity’s preparation and fair

presentation of the financial statements in order to

design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing

an opinion on the effectiveness of the entity’s

internal control. An audit also includes evaluating

the appropriateness of accounting policies used

and the reasonableness of accounting estimates

made by management, as well as evaluating the

overall presentation of the financial statements.

5. I believe that the audit evidence I have

obtained is sufficient and appropriate to provide a

basis for my audit opinion.

Opinion

6. In my opinion, the financial statements present

fairly, in all material respects, the financial position of

the Companies Tribunal as at 31 March 2015 and its

financial performance and cash flows for the year

then ended, in accordance with SA Standards of

GRAP and the requirements of the PFMA.

Report on other legal and regulatory requirements

7. In accordance with the Public Audit Act of

South Africa, 2004 (Act No. 25 of 2004) and the

general notice issued in terms thereof, I have a

responsibility to report findings on the reported

performance information against predetermined

objectives for selected programmes presented in

the annual performance report, non-compliance

with legislation and internal control. The objective

of my tests was to identify reportable findings as

described under each subheading but not to

5.2. Report of the Auditor-General to the Parliament on the Companies Tribunal


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gather evidence to express assurance on these

matters. Accordingly, I do not express an opinion or

conclusion on these matters.

Predetermined objectives

8. I performed procedures to obtain evidence

about the usefulness and reliability of the reported

performance information for the following selected

programmes presented in the annual performance

report of the public entity for the year ended 31

March 2015:

• Programme 1: Adjudication (on page 29)

• Programme 2: Administration (on pages 30 to

31)

9. I evaluated the reported performance

information against the overall criteria of usefulness

and reliability.

10. I evaluated the usefulness of the reported

performance information to determine whether it

was presented in accordance with the National

Treasury’s annual reporting principles and whether

the reported performance was consistent with the

planned objectives. I further performed tests to

determine whether indicators and targets were well

defined, verifiable, specific, measurable, time bound

and relevant, as required by the National Treasury’s

Framework for managing programme performance

information (FMPPI).

11. I assessed the reliability of the reported

performance information to determine whether it

was valid, accurate and complete.

12. I did not identify any material findings on

the usefulness and reliability of the reported

performance information for the following

programmes:

• Adjudication

• Administration

Additional matter

13. Although I identified no material findings

on the usefulness and reliability of the reported

performance information for the selected

programmes, I draw attention to the following

matter:

Achievement of planned targets

14. Refer to the annual performance report on

pages 29 to 31 for information on the achievement

of the planned targets for the year.

Compliance with legislation

15. I performed procedures to obtain evidence

that the public entity had complied with applicable

legislation regarding financial matters, financial

management and other related matters. My

findings on material non-compliance with specific

matters in key legislation, as set out in the general

notice issued in terms of the PAA, is as follows:

Material Misstatements

16. The financial statements submitted for

auditing were not prepared in accordance with

the prescribed financial reporting framework as

required by section 55(1)(b) of the Public Finance

Management Act. Material misstatements of

non-current assets and the cash flow statement

identified by the auditors in the submitted financial

statements were subsequently corrected, resulting

in the financial statements receiving an unqualified

audit opinion.

Internal control

17. I considered internal control relevant to my audit

of the financial statements, annual performance

report and compliance with legislation. The matters

reported below are limited to the significant internal

control deficiencies that resulted in the findings on

non-compliance with legislation included in this

report.

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Financial and performance management

18. Management did not adequately review the cash flow statement and the accounting records for assets

received as a donation, which resulted in material corrections to the financial statements.

Other reports

Audit-related services and special audits

19. An independent consulting firm performed a review at the request of the Department of Trade and

Industry. The review pertained to tribunal member claims and covered the period February 2012 to July 2013.

The review concluded on 9 December 2014 and resulted in a report with recommendations for additional

internal controls to be implemented.

Auditor-General

Pretoria

28 July 2015


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5.3 Annual Financial Statements

The reports and statements set out below comprise the annual financial statements:

Index Page

• Accounting Authority’s Responsibilities and Approval 57

• Statement of Financial Position 59

• Statement of Financial Performance 60

• Statement of Changes in Net Assets 61

• Cash Flow Statement 62

• Statement of Comparison of Budget and Actual Amounts 63

• Accounting Policies 64

• Notes to the Annual Financial Statements. 72

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5.3.1 . Accounting Authority’s Responsibilities and Approval

The Accounting Authority is required by the Public Finance Management Act (Act 1 of 1999), to maintain

adequate accounting records and is responsible for the content and integrity of the annual financial

statements and related financial information included in this report. It is the responsibility of the accounting

authority to ensure that the annual financial statements fairly present the state of affairs of the entity as at

the end of the financial year and the results of its operations and cash flows for the period then ended. The

external auditors are engaged to express an independent opinion on the annual financial statements and will

be given unrestricted access to all financial records and related data.

The Annual Financial Statements have been prepared in accordance with Standards of Generally Recognised

Accounting Practice (GRAP) including any interpretations, guidelines and directives issued by the Accounting

Standards Board.

The Annual Financial Statements are based upon appropriate accounting policies consistently applied and

supported by reasonable and prudent judgements and estimates.

The Accounting Authority acknowledges that he is ultimately responsible for the system of internal financial

control established by the entity and place considerable importance on maintaining a strong control

environment. To enable the accounting authority to meet these responsibilities, the accounting authority

sets standards for internal control aimed at reducing the risk of error or deficit in a cost effective manner.

The standards include the proper delegation of responsibilities within a clearly defined framework, effective

accounting procedures and adequate segregation of duties to ensure an acceptable level of risk.

These controls are monitored throughout the Companies Tribunal and all employees are required to maintain

the highest ethical standards in ensuring the Companies Tribunal’s business is conducted in a manner that

in all reasonable circumstances is above reproach. The focus of risk management in the Companies Tribunal

is on identifying, assessing, managing and monitoring all known forms of risk across the Companies Tribunal.

While operating risk cannot be fully eliminated, the Companies Tribunal endeavours to minimise it by ensuring

that appropriate infrastructure, controls, systems and ethical behaviour are applied and managed within

predetermined procedures and constraints.

The accounting authority is of the opinion, based on the information and explanations given by management

that the system of internal control provides reasonable assurance that the financial records may be relied on

for the preparation of the annual financial statements. However, any system of internal financial control can

provide only reasonable, and not absolute, assurance against material misstatement or deficit.

The accounting authority has reviewed the Companies Tribunal’s cash flow forecast for the year to 31 March

2016 and, in the light of this review and the current financial position, they are satisfied that the Companies

Tribunal has or has access to adequate resources to continue in operational existence for the foreseeable

future.


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The Companies Tribunal is wholly dependent on the Department of Trade and Industry for continued funding

of operations. The annual financial statements are prepared on the basis that the Companies Tribunal is a

going concern and that the Department of Trade and Industry has neither the intention nor the need to

liquidate or curtail materially the scale of the Companies Tribunal.

Although the Accounting Authority is primarily responsible for the financial affairs of the Companies Tribunal,

he is supported by the Companies Tribunal’s internal auditors and Audit and Risk Committee.

The external auditors are responsible for independently reviewing and reporting on the Companies Tribunal’s

annual financial statements. The annual financial statements have been examined by the Companies

Tribunal’s external auditors and their report is presented on page 53 to 55.

The annual financial statements set out on pages 59 to 85, which have been prepared on the going concern

basis, were approved by the accounting authority on 29 July 2015 and were signed on its behalf by:



Date: 29 July 2015

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5.3.2 Statement of Financial Position as at 31 March 2015

Notes 2015

R

2014Restated

R

Assets

Non-current Assets 316 023 28 365

Property, plant and equipment 5 277 197 28 365

Intangible asset 6 38 826 -

Current Assets 22 123 178 20 593 143

Inventories 2 13 193 47 731

Receivables from exchange transactions 3 10 709 5 712

Cash and cash equivalents 4 22 099 277 20 539 700

Total Assets 22 439 202 20 621 508

Net Assets and Liabilities

Net Assets

Accumulated surplus 21 382 955 20 290 188

Current liabilities 1 056 247 331 320

Payables from exchange transactions 7 97 839 26 069

Short term employee benefits 8 958 408 305 251

Total net assets and liabilities 22 439 202 20 621 508


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5.3.3 Statement of Financial Performance for the year ended 31 March 2015

Notes 2015

R

2014Restated

R

Revenue 14 852 348 11 327 326

Non-exchange revenue 13 508 615 10 337 000

Transfer from the dti 9 13 313 000 10 337 000

Donations received 11 195 615 -

Exchange revenue 1 343 733 990 326

Interest received 10 1 343 733 989 690

Other income - 636

Expenditure 13 759 582 8 218 164

Other operating expenses 13 1 105 166 849 725

Administrative expenses 14 1 356 928 585 140

Employee related costs 12 8 123 022 3 881 270

Tribunal member’s fees 20 2 809 156 2 731 145

External Audit fees 15 342 083 168 305

Depreciation and Amortisation 5,6 23 226 2 579

Surplus for the year 1 092 767 3 109 162

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Notes AccumulatedSurplus

R

Balance as at 31 March 2013 17 179 404

Surplus for the year 2 860 932

Prior period error 23 249 852

Balance as at 31 March 2014 (Restated) 20 290 188

Surplus for the year 1 092 767

Balance as at 31 March 2015 21 382 955

5.3.4 Statement of Changes in the Net Asset for the year ended 31 March 2015


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5.3.5 Cash Flow Statement as at 31 March 2015

Notes 2015

R

2014Restated

R

Cash flows from operating activities

Receipts 14 656 733 11 327 326

Government grant 13 313 000 10 337 000

Other income - 636

Interest received 1 343 733 989 690

Payments (12 981 887) (8 707 708)

Employee related costs (7 843 773) (3 624 005)

Member’s fees (2 440 245) (3 305 871)

Suppliers (2 697 869) (1 777 832)

Net cash flows from operating activities 16 1 674 846 2 619 618

Cash flows from investing activities

Purchase of property, plant and equipment (68 961) (29 321)

Purchase of other intangible assets (46 308) -

Net cash flows from investing activities (115 269) (29 321)

Net increase/(decrease) in cash and cash equivalents 1 559 577 2 590 297

Cash and equivalents at the beginning of the year 20 539 700 17 949 403

Cash and equivalents at the end of the year 22 099 277 20 539 700

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5.3.6 Statement of Comparison of Budget and Actual Amounts

Budget on Accrual Basis

Figures in Rands

ApprovedBudget

Adjust-ments

FinalBudget

Actual Amount on

comparablebasis

Differencebetween final

budget & actual

Varianceexplan-ationnote

Revenue

Revenue from exchange transactions

Interest received 400 000 890 000 1 290 000 1 343 733 53 733 26.1

Revenue from non-exchange transactions

Transfer from the dti 13 313 000 - 13 313 000 13 313 000 -

Donations received - - - 195 615 195 615 26.2

Total revenue 13 713 000 890 000 14 603 000 14 852 348 249 348

Expenditure

Employee costs (9 034 000) (140 878) (9 174 878) (8 123 022) 1 051 856 26.5

Tribunal member’s fees (1 850 000) (649 898) (2 499 898) (2 809 156) (309 258) 26.6

Depreciation and amortisation

(2 000) (14 319) (16 319) (23 226) (6 907) 26.8

Audit fees - External (200 000) (106 249) (306 249) (342 083) (35 834) 26.7

Other operating expenses (1 550 000) 238 668 (1 311 332) (1 105 166) 206 166 26.3

Administrative expenses (1 077 000) (217 324) (1 294 324) (1 356 928) (62 604) 26.4

Total expenditure (13 713 000) (890 000) (14 603 000) (13 759 582) 843 419

Surplus for the period - - - 1 092 767 (1 092 767)


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5.3.7. ACCOUNTING POLICIES FOR THE YEAR

ENDED 31 MARCH 2015

1. Presentation of Annual Financial Statements

The annual financial statements have been

prepared in accordance with the Standards

of Generally Recognised Accounting Practice

(GRAP), issued by the Accounting Standards Board

in accordance with Section 91(1) of the Public

Finance Management Act 1 of 1999. including

any interpretations, and guidance issued by the

Accounting Standard Board.

These annual financial statements have been

prepared on an accrual basis of accounting and

are in accordance with historical cost convention

as the basis of measurement, unless specified

otherwise.

In the absence of an issued and effective

Standard of GRAP, accounting policies for material

transactions, events or conditions were developed

in accordance with paragraphs 8, 10 and 11 of

GRAP 3 as read with Directive 5.

Assets, liabilities, revenues and expenses were not

offset, except where offsetting is either required or

permitted by a Standard of GRAP.

A summary of the significant accounting policies,

which have been consistently applied in the

preparation of these annual financial statements,

are disclosed below.

These accounting policies are consistent with

the previous year. Amounts are presented in and

rounded to the nearest Rand.

1.1. Significant judgements and sources of

uncertainty

In preparing the annual financial statements,

management is required to make estimates,

judgement and assumptions that affect the

application of accounting policies amounts

represented in the annual financial statements and

related disclosures. Use of available information

and the application of judgement is inherent in

the formation of estimates. Actual results in the

future could differ from these estimates which may

be material to the annual financial statements.

Significant judgements include:

Useful lives of property plant and equipment and

intangible assets

The Companies Tribunal’s management determines

the estimated useful lives for property, plant and

equipment and intangible assets. The estimates

are based on the pattern in which an asset’s

future economic benefits or service potential are

expected to be consumed.

1.2. Property, plant and equipment

Property, plant and equipment is carried at cost less

accumulated depreciation and any impairment

losses. Where and asset is acquired through a non-

exchange transaction, its cost is its fair value as at

date of acquisition.

Property, plant and equipment are depreciated on

the straight line basis over their expected useful lives

to their estimated residual value.

The useful lives of items of property, plant and

equipment have been assessed as follows:

Item Average useful life

Furniture and fittings 5 years

Office equipment 5 years

Computer equipment 3 years

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The residual value, the useful life and depreciation

method of each asset are reviewed at least at the

end of each reporting date. If the expectations differ

from previous estimates, the change is accounted

for as a change in accounting estimate.

Each part of an item of property, plant and

equipment with a cost that is significant in relation to

the total cost of the item is depreciated separately.

The depreciation charge for each period is

recognised in surplus or deficit unless it is included in

the carrying amount of another asset.

Items of property, plant and equipment are

derecognised when the asset is disposed of or

when there are no further economic benefits or

service potential expected from the use or disposal

of the asset.

The gain or loss arising from the derecognition of an

item of property, plant and equipment is included in

surplus or deficit when the item is derecognised. The

gain or loss arising from the derecognition of an item

of property, plant and equipment is determined as

the difference between the net disposal proceeds,

if any, and the carrying amount of the item.

Intangible assets

Intangible assets are initially recognised at cost.

Where an intangible asset is acquired through a

non-exchange transaction, its initial cost at the date

of acquisition is measured at its fair value as at that

date.

Intangible assets are carried at cost less any

accumulated amortisation and any impairment

losses.

Amortisation is provided to write down the intangible

assets, on a straight line basis, to their residual values

as follows:

Item Useful life

Computer software 5 years

Intangible assets are derecognised:

• on disposal; or

• when no future economic benefits or service

potential are expected from its use or disposal.

The gain or loss is the difference between the net

disposal proceeds, if any, and the carrying amount.

It is recognised in surplus or deficit when the asset is

derecognised.

1.3. Provisions and Contingencies

Provisions are recognised when:

• the Companies Tribunal has a present

obligation as a result of a past event;

• it is probable that an outflow of resources

embodying economic benefits or service

potential will be required to settle the

obligation; and

• a reliable estimate can be made of the

obligation.

The amount of a provision is the best estimate of

the expenditure expected to be required to settle

the present obligation at the reporting date.

Contingent liability is disclosed when:

• a possible obligation arises from past events

and whose existence will be confirmed only by

the occurrence or non-occurrence of one or more

uncertain future events not wholly within the control

of the Companies Tribunal.

Contingent assets and contingent liabilities are not

recognised. Contingencies are disclosed in note.

1.4. Commitments

Items are classified as commitments when an entity


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has committed itself to future transactions that will

normally result in the outflow of cash.

1.5. Inventories

Inventories are initially measured at cost except

where inventories are acquired through a non-

exchange transaction, then their costs are their fair

value as at the date of acquisition.

Subsequently inventories are measured at the lower

of cost and net realisable value.

The cost of inventories is assigned using the first-

in, first-out (FIFO) formula. The same cost formula is

used for all inventories having a similar nature and

use to the entity.

Inventory comprises of stationery that shall be

consumed within a short-term period in the normal

business of the entity and not held for sale.

1.6. Financial instruments

Initial recognition

The Companies Tribunal recognises a financial asset

or a financial liability in its statement of financial

position when the entity becomes a party to the

contractual provisions of the instrument.

The Companies Tribunal recognises financial assets

using trade date accounting.

Initial measurement of financial assets and

financial liabilities

The Companies Tribunal measures a financial asset

and financial liability initially at its fair value plus

transaction costs that are directly attributable

to the acquisition or issue of the financial asset or

financial liability.

Subsequent measurement of financial assets

and financial liabilities

The Companies Tribunal measures all financial

assets and financial liabilities after initial recognition

using the following categories:

• Financial instruments at amortised cost.

All financial assets measured at amortised cost, or

cost, are subject to an impairment review.

Gains and losses

For financial assets and financial liabilities measured

at amortised cost or cost, a gain or loss is recognised

in surplus or deficit when the financial asset or

financial liability is derecognised or impaired, or

through the amortisation process.

Impairment and uncollectability of financial

assets

The Companies Tribunal assess at the end of each

reporting period whether there is any objective

evidence that a financial asset or group of financial

assets is impaired.

If there is objective evidence that an impairment loss

on financial assets measured at amortised cost has

been incurred, the amount of the loss is measured

as the difference between the asset’s carrying

amount and the present value of estimated future

cash flows (excluding future credit losses that have

not been incurred) discounted at the financial

asset’s original effective interest rate. The carrying

amount of the asset is reduced through the use of

an allowance account.

The amount of the loss is recognised in surplus or

deficit.

If, in a subsequent period, the amount of the

impairment loss decreases and the decrease can

be related objectively to an event occurring after

the impairment was recognised, the previously

recognised impairment loss is reversed by adjusting

an allowance account. The reversal does not result

in a carrying amount of the financial asset that

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exceeds what the amortised cost would have been

had the impairment not been recognised at the

date the impairment is reversed. The amount of the

reversal is recognised in surplus or deficit.

Cash and Cash equivalents

Cash and cash equivalents in the statement of

financial position comprise cash at banks and on

hand and cash equivalents with an original maturity

of three months or less. For the purpose of cash flow

statement, cash and cash equivalents consist of

cash and cash equivalents as defined above,, net

of outstanding bank overdrafts.

Cash and cash equivalents are measured at

amortised cost.

Trade Receivables

Trade receivables are measured at initial recognition

at fair value, and are subsequently measured at

amortised cost using the effective interest method.

Appropriate allowances for estimated irrecoverable

amounts are recognized in surplus or deficit when

there is objective evidence that the asset is impaired.

Financial liabilities

The Companies Tribunal removes a financial liability

(or a part of a financial liability) from its statement

of financial position when it is extinguished — i.e.

when the obligation specified in the contract is

discharged, cancelled, expires or waived.

Trade payables

Trade payables are initially measured at fair value,

and are subsequently measured at amortised cost,

using the effective interest method.

Gains or losses are recognised in surplus or deficit

when the liabilities are derecognized as well as

through the amortization process.

Presentation

Interest relating to a financial instrument or a

component that is a financial liability is recognised

as revenue or expense in surplus or deficit.

Losses and gains relating to a financial instrument or

a component that is a financial liability is recognised

as revenue or expense in surplus or deficit.

1.7. Revenue From Exchange Transactions

Measurement

Revenue is measured at the fair value of the

consideration received or receivable, (accrual

basis).

Investment income

Investment income is recognised on a time-

proportion basis using the effective interest method.

1.8. Revenue From Non-Exchange Transactions

Recognition

An inflow of resources from a non-exchange

transaction recognised as an asset is recognised as

revenue, except to the extent that a liability is also

recognised in respect of the same inflow.

As the Companies Tribunal satisfies a present

obligation recognised as a liability in respect of an

inflow of resources from a non-exchange transaction

recognised as an asset, it reduces the carrying

amount of the liability recognised and recognises

an amount of revenue equal to that reduction.

Measurement

Revenue from a non-exchange transaction is

measured at the amount of the increase in net

assets recognised by the Companies Tribunal.

When, as a result of a non-exchange transaction,

the Companies Tribunal recognises an asset, it also

recognises revenue equivalent to the amount of


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the asset measured at its fair value as at the date

of acquisition, unless it is also required to recognise

a liability.

Where a liability is required to be recognised it will

be measured as the best estimate of the amount

required to settle the obligation at the reporting

date, and the amount of the increase in net assets,

if any, recognised as revenue. When a liability is

subsequently reduced, because the taxable event

occurs or a condition is satisfied, the amount of the

reduction in the liability is recognised as revenue.

Transfers

The Companies Tribunal recognises an asset in

respect of transfers when the transferred resources

meet the definition of an asset and satisfy the

criteria for recognition as an asset.

Transferred assets are measured at their fair value as

at the date of acquisition.

Gifts and donations, including goods in-kind

Gifts and donations, including goods in kind,

are recognised as assets and revenue when it is

probable that the future economic benefits or

service potential will flow to the entity and the fair

value of the assets can be measured reliably.

Services in-kind

Services in-kind are not recognised.

1.9. Leases

A lease is classified as a finance lease if it transfers

substantially all the risks and rewards incidental

to ownership. A lease is classified as an operating

lease if it does not transfer substantially all the risks

and rewards incidental to ownership.

Operating leases - lessee

Operating lease payments are recognised as an

expense on a straight-line basis over the lease term.

The difference between the amounts recognised

as an expense and the contractual payments are

recognised as an operating lease asset or liability.

The aggregate benefit of incentives is recognised

as a reduction of rental expense over the lease

term on a straight-line basis over the lease term

Any contingent rents are recognised separately as

an expense in the period in which they are incurred.

1.10. Employee Benefits

Short-term employee benefits

Short-term employee recognised at undiscounted

amounts in the period in which the service was

rendered and the benefit was paid or became

payable.

Post-employment benefits: Defined contribution

plans

Employees of the Companies Tribunal are members

of the Government Employees’ Pension Fund. The

fund is funded by payments from employees and

the Companies Tribunal.

Payments made to the Government Employees’

Pension Fund are dealt with as defined contribution

plans where the entity’s obligation under the

schemes is equivalent to those arising in a defined

contribution retirement benefit plan.

The contributions to the Government Employees’

Pension Fund are charged to surplus or deficit in the

period to which they relate.

The Companies Tribunal is not liable for any deficits

due to the difference between the present value

of the benefit obligations and the fair value of the

assets managed by the Government Employees’

Pension Fund. Any potential liabilities are disclosed

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in the annual financial statements of the National

Revenue Fund and not in the annual financial

statements of the Companies Tribunal.

1.11 . Impairment of non-cash-generating

assets

Identification

The Companies Tribunal assesses at each reporting

date whether there is any indication that a non-

cash-generating asset may be impaired. If any such

indication exists, the Companies Tribunal estimates

the recoverable service amount of the asset.

When the carrying amount of a non-cash-

generating asset exceeds its recoverable service

amount, it is impaired.

An impairment loss is recognised immediately in

surplus or deficit.

After the recognition of an impairment loss, the

depreciation (amortisation) charge for the non-

cash-generating asset is adjusted in future periods

to allocate the non-cash-generating asset’s revised

carrying amount, less its residual value (if any), on a

systematic basis over its remaining useful life.

Impairment of non-cash-generating assets

Reversal of an impairment loss

The Companies Tribunal assess at each reporting

date whether there is any indication that an

impairment loss recognised in prior periods for a

non-cash-generating asset may no longer exist or

may have decreased. If any such indication exists,

the entity estimates the recoverable service amount

of that asset.

A reversal of an impairment loss for a non-cash-

generating asset is recognised immediately in

surplus or deficit.

After a reversal of an impairment loss is recognised,

the depreciation (amortisation) charge for the non-

cash-generating asset is adjusted in future periods

to allocate the non-cash-generating asset’s revised

carrying amount, less its residual value (if any), on a

systematic basis over its remaining useful life.

1.12. Irregular expenditure

Irregular expenditure as defined in section 1 of

the PFMA is expenditure other than unauthorised

expenditure, incurred in contravention of or that

is not in accordance with a requirement of any

applicable legislation, including -

(a) this Act; or

(b) the State Tender Board Act, 1968 (Act No. 86 of

1968), or any regulations made in terms of the

Act; or

(c) any provincial legislation providing for

procurement procedures in that provincial

government.

1.13. Fruitless and wasteful expenditure

Fruitless expenditure as defined in section 1 of the

PFMA means expenditure which was made in vain

and would have been avoided had reasonable

care been exercised.

All expenditure relating to fruitless and wasteful

expenditure is recognised as an expense in the in

the year that the expenditure was incurred. The

expenditure is classified in accordance with the

nature of the expense, and where recovered, it

is subsequently accounted for as revenue in the

statement of financial performance.

Fruitless and wasteful expenditure identified is

disclosed in the annual financial statements.


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1.14. Related parties

The Companies Tribunal operates in an economic

sector currently dominated by entities directly or

indirectly owned by the South African Government.

As a consequence of the constitutional

independence of the three spheres of government

in South Africa, only entities within the national

sphere of government are considered to be related

parties.

Management are those persons responsible for

planning, directing and controlling the activities of

the Companies Tribunal, including those charged

with the governance of the Companies Tribunal

in accordance with legislation, in instances where

they are required to perform such functions.

Close members of the family of a person are

considered to be those family members who may

be expected to influence, or be influenced by, that

management in their dealings with the Companies

Tribunal.

Only transactions with related parties not at arm’s

length or not in the ordinary course of business are

disclosed.

1.15. Budget information

Companies Tribunal are typically subject to

budgetary limits in the form of appropriations or

budget authorisations (or equivalent), which is given

effect through authorising legislation, appropriation

or similar.

The approved budget is prepared on an accrual

basis and presented by functional classification

linked to performance outcome objectives.

The approved budget covers the fiscal period from

2014/04/01 to 2015/03/31.

The annual financial statements and the budget

are on the same basis of accounting therefore

a comparison with the budgeted amounts for

the reporting period have been included in the

Statement of comparison of budget and actual

amounts.

1.16. Presentation currency

These annual financial statements are presented in

South African Rand, which is the functional currency

of the Companies Tribunal.

1.17. Events after the reporting date

Events after the reporting date that are classified as

adjusting events have been accounted for in the

financial statements.

Events after the reporting date that are classified

as non-adjusting events have been disclosed in the

notes to the financial statements.

1.18. Comparative figures

Where necessary, comparative figures have been

reclassified to conform to changes in presentation

in the current year.

1.19. New standards and interpretations

Standards and interpretations effective and

adopted in the current year

In the current year, the Tribunal has adopted the

following standards and interpretations that are

effective for the current financial year and that are

relevant to its operations:

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Standard / Interpretation Applicability and impact

GRAP 20 Related Parties Applicable. Related party relationships are disclosed according to the Standard and is presented in note 18

GRAP 32 Service Concession Arrangements: Grantor

Not applicable. The Tribunal is not engaged in any service concession arrangements.

GRAP 108 Statutory Receivables Not applicable. Receivables of the Tribunal arise from contracts or other agreements and not as a result of legislation, supporting regulations, or similar means.

IGRAP 17 Service Concession Arrangements where a Grantor Controls a Significant Residual Interest in an Asset

Not applicable. The Tribunal is not engaged in any service concession arrangements.

Standards for which the Minister determined a future effective date of 1 April 2015

Standard Applicability and impact

GRAP 18 Segment Reporting Not applicable. The Tribunal does not have any

segments of activities that may affect the operations.

GRAP 105 Transfer of Functions between entities

under Common Control

Presently not applicable. No transfer of functions

between another entity in the National sphere of

Government and the Tribunal has occurred or is

expected to occur in the near future.

GRAP 106 Transfer of Functions between entities

not under Common Control

Not applicable. It is not expected that the Tribunal

would be party to transfers of functions with entities in

the other spheres of Government in the near future.

GRAP 107 Mergers Presently not applicable. No merger with another

entity in the National sphere of Government and the

Tribunal has occurred or is expected to occur in the

near future.

The Tribunal considered the following standards and interpretations issued by the Accounting Standards Board

as allowed per Directive 5 for which the Minister of Finance has not determined an effective date:


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5.3.8 Notes to the Annual Financial Statements

2015

R

2014

R

2. Inventories

Stationery and consumables 13 193 47 731

13 193 47 731

3. Receivables from non-exchange transactions

Parking deposit 600 600

Amount recoverable from employees 10 109 5 112

10 709 5 712

4. Cash and cash equivalents

Cash and cash equivalents consist of:

Cash on hand 3 000 1 415

Bank balances 3 677 708 890 411

Short term deposits* 18 418 569 19 647 874

22 099 277 20 539 700

*Short term deposit is the Corporation for Public Deposit account held with the South African Reserve Bank

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5. Property, plant and equipment 2015 2014

Restated

Cost Accumulated depreciation

Carrying value

Cost Accumulated depreciation

Carrying value

R R R R R R

Furniture and fittings 1 345 448 897 1 345 179 1 166

Office equipment 46 327 8 755 37 572 28 410 2 274 26 136

Computer equipment

247 934 9 206 238 728 1 275 212 1 063

295 607 18 410 277 197 31 030 2 665 28 365

Reconciliation of property, plant and equipment 31 March 2015

Opening Balance Additions Depreciation Total

Furniture and fittings 1 166 - 269 897

Office equipment 26 136 17 917 6 481 37 572

Computer equipment 1 063 246 659 8 994 238 728

28 365 264 576 15 744 277 197

Reconciliation of property, plant and equipment 31 March 2014 as restated

Opening balance Additions Depreciation Total

Furniture and fittings - 1 345 179 1 166

Office equipment 1 623 26 701 2 188 26 136

Computer equipment - 1 275 212 1 063

1 623 29 321 2 579 28 365

No property, plant and equipment were pledged as security.

6. Intangible assets

2015 2014

Cost Accumulated amortisation

Carrying value Cost Accumulated

amortisationCarrying

value

Software 46 308 7 482 38 826 - - -

46 308 7 482 38 826 - - -

Reconciliation of intangible asset 31 March 2015

Opening Balance Additions Amortisation Total

Software - 46 308 7 482 38 826

- 46 308 7 482 38 826

No intangible assets were pledged as security.


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2015

R

2014

R

7. Payables from exchange transactions

Trade payables 97 839 15 270

Other accrued expenses - 10 799

97 839 26 069

8. Short term employee benefits Restated

13th cheque 154 195 141 716

Member’s accrual 372 185 3 274

Employee’s accrual (Medical aid) 17 459 817

Leave Accrual 414 569 159 444

958 408 305 251

9. Transfer from the dti

Non-exchange revenue 13 313 000 10 337 000

13 313 000 10 337 000

The amount included in revenue arising from non-exchange transactions is a transfer from the dti

10. Interest received

Short term deposit - Corporation for Public Deposit Account 1 270 695 949 440

Current account - Standard Bank 73 038 40 250

1 343 733 989 690

11. Donations received

Computer equipment 195 615 -

195 615 -

Computer equipments were donated by Department of Trade and Industry on the 3rd March 2015.

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12. Employee related costs Restated

Basic earnings 6 426 689 3 098 678

Statutory contributions 96 210 45 269

Leave accrual expenses 255 125 140 242

Defined benefit pension plan expense 702 161 336 167

Medical aid contributions 238 254 45 422

Other allowances 38 580 -

Interns stipend 11 155 -

13th cheque accrual expense 354 849 215 492

8 123 022 3 881 270

13. Other operating expenses

Lease payments – photocopier 61 390 13 535

Parking fees 3 600 3 693

Courier, postage and stamps 13 821 11 087

Transcripts and recordings 28 756 32 428

Recruitment fees 101 800 236 406

Travel and subsistence 174 123 125 056

Consulting and professional fees 516 300 414 196

Computer expenses 90 832 -

Telephone expenses 18 284 11 078

Training expenses 96 260 -

Repairs and maintenance - 2 247

1 105 166 849 725

2015

R

2014

R


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14. Administrative expenses

Advertising and marketing 477 595 259 693

Internal audit fees 386 020 -

Audit and risk committee fees 75 181 80 775

Bank charges 27 422 23 517

Publications 95 667 68 249

Catering 14 681 6 634

Venues and facilities 189 350 88 975

Honorarium 464 -

Printing and stationery 90 548 57 297

1 356 928 585 140

15. Audit fees - external

Fees 342 083 168 305

342 083 168 305

16. Cash generated from operations

Surplus for the period 1 092 767 3 109 162

Adjustments for:

Depreciation and amortisation 23 226 2 579

Other non-cash items (Donations received) (195 615) -

Changes in working capital:

(Increase)/ Decrease in inventories 34 538 (47 731)

(Increase)/ Decrease in receivables from non-exchange transactions

- 6 288

(Increase)/ Decrease in receivables from exchange transactions (4 997) -

Increase/ (Decrease) in payables from exchange transactions 71 770 (126 931)

Increase/ (Decrease) in short-term employee benefits 284 246 250 977

Increase/ (Decrease) in Member’s accrual 368 911 (574 726)

1 674 846 2 619 618

2015

R

2014

R

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5.3.9 Disclosure Notes to the Annual Financial Statements for the year ended 31 March 2015

17. Commitments

Already contracted, but not provided for

Operating expenditure 786 855 148 886

786 855 148 886

18. Related parties

Controlling entity Department of Trade and Industry

(Refer to note 9 for funds received from the dti)

Members of key management Ms Agnes Tsele - Maseloanyane

Mrs Irene Mathatho

Entities under common control* South African National Accreditation Systems (SANAS)

Export Credit Insurance Corporation (ECIC)

National Empowerment Fund (NEF)

South African Bureau of Standards (SABS)

National Credit Regulator (NCR)

National Gambling Board (NGB)

National Metrology Institute of South Africa (NMISA)

National Consumer Commission (NCC)

National Consumer Tribunal (NCT)

National Lotteries Board (NLB)

National Lotteries Trust Fund (NLTF)

National Regulator for Compulsory Specifications (NRCS)

Companies and Intellectual Property Commission (CIPC)

*The entities are under common control of the Department of Trade and Industry of which the CT forms part of.

Key Management information

Accounting Authority Adv. Simmy Lebala, (SC)

Office Accommodation

Companies Tribunal is currently occupying the office space at the dti campus at no cost.

2015

R

2014

R


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19. Executive management emoluments 31 March 2015

BasicSalary

Other benefits*

Allowan-ces

Reimbursiveexpense

Total

Ms Agnes Tsele-Maseloanyane (Full time tribunal member)

1 025 455 332 023 7 700 - 1 365 178

Ms Irene Mathatho (Chief financial officer - Appointed 06 August 2014)

613 555 68 471 7 700 4 933 694 659

1 639 010 400 494 15 400 4 933 2 059 837

Executive management emoluments31 March 2014

BasicSalary

Other benefits*

Allowan-ces

Reimbursiveexpense

Total

Ms Agnes Tsele-Maseloanyane (Full time tribunal member- Appointed 01 August 2013)

701 000 153 000 - 3 000 857 000

701 000 153 000 - 3 000 857 000

*Other benefits include contributions to pension fund, medical aid and a car allowance.

20. Part Time Tribunal member’s fees 31 March 2015

Member’s fees

Allowan-ces

Reimbursiveexpenses

SDL Total

SM Lebala (Chairperson) 510 125 18 000 655 5 327 534 107

MJ Ramagaga (Deputy Chairperson) - - - - -

PA Delport 155 000 13 500 - 1 685 170 185

LA Glass 402 500 18 000 7 866 4 205 432 571

S Gounden 325 000 18 000 3 848 3 455 350 803

MF Kganyago 255 000 21 000 19 969 2 760 298 729

KLM Manamela 347 500 18 000 799 3 655 369 954

K Moodaliyar 27 500 3 000 501 305 31 306

KY Tootla 397 500 18 000 4 241 4 130 423 871

AN Zondi (Deceased) 60 000 1 500 2 190 615 64 305

PJ Veldhuizen 110 000 4 500 - 1 145 115 645

M.Malokane 7 500 1 500 - 90 9 090

L Haskins 7 500 1 500 - 90 9 090

2 605 125 136 500 40 069 27 462 2 809 156

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20. Part Time Tribunal member’s fees 31 March 2014

Member’s fees

Allowan-ces

Reimbursiveexpenses

SDL Total

SM Lebala (Chairperson) 604 013 16 500 3 551 6 205 630 269

MJ Ramagaga (Deputy Chairperson) 51 000 7 500 - 690 59 190

PA Delport 175 000 16 500 - 1 915 193 415

LA Glass 270 000 16 500 6 149 2 865 295 514

S Gounden 367 500 16 500 41 670 3 840 429 510

MF Kganyago 175 000 12 000 15 722 1 930 204 652

KLM Manamela 312 500 16 500 564 3 290 332 854

SS Mphahlele (Resigned) 5 000 7 500 - 125 12 625

KY Tootla 297 500 16 500 4 125 3 140 321 265

AN Zondi 230 000 16 500 2 886 2 465 251 851

2 487 513 142 500 74 667 26 465 2 731 145


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Details of Irregular expenditure Condoned byAccounting

Authority

Under Investi-gation

Service level agreement not secured according

to Supply Chain Management policy, rules and

regulations

Yes 1 530 188 000

No SCM process followed in appointing the service

provider

Yes 57 000 5 000

15% contract value exceeded Yes 1 275 -

Terms of reference did not specify the evaluation

criteria

Yes 50 829

TOTAL 110 634 193 000

During the 2014/15 financial year end audit, the Auditor-General discovered the possible irregular expenditure relating to 2012/13 and 2013/14 financial year. Management will investigate whether or not the expenditure identified is irregular and will report in the 2015/16 financial year on the outcome of its investigation.

22. Operating lease

Operating lease as a lessee

Total future minimum lease payments due

Payable within one year 54 140 54 140

Payable within two years to three years 40 605 94 746

94 745 148 886

Companies Tribunal has an operating lease with Konica Minolta for a period of three years, the lease is expiring

on the 31st December 2016.

21. Irregular expenditure

Opening Balance - -

- Add: Irregular expenditure - current year 110 634 193 000

- Less: Amounts condoned

(59 805) (193 000)

- Less: Amounts recoverable (not condoned) - -

- Less: Amounts not recoverable (not condoned) - -

50 829

2015

R

2014

R

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23. Prior period error Restated2014

R

Property plant and equipment

Assets were fully depreciated in full in the year in which they were bought due

to the fact that they were below R7, 000.00, the error is corrected from 2014 financial year.

Member’s fees

Correction of over stated accrual for member’s fees.

The correction of the error(s) results in adjustments as follows:

Statement of Financial Position

Property, plant and equipment (Decrease in Accumulated depreciation)

Decrease in short- term employee benefit

Statement of Financial Performance

Decrease in depreciation

Decrease in member’s fees

24. Comparative figures Restated2014

R

Certain comparative figures have been reclassified.

The effects of the reclassification are as follows:

Statement of Financial Performance

Member’s fees

Skills development levy

Audit fees – External

Cash Flow Statement

Employee related costs

Member’s fees

Suppliers

8 100

241 752

2 731 145

26 465

168 305

3 624 005

3 305 871

1 777 832

(8 100)

(241 752)


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25. Contingent liability

Current year surplus

There is a contingent liability that comprises of the surplus for the year ended 31 March 2015 amounting to

R1,092 767.00.

The Tribunal will make an application to National Treasury under section 53 (3) of the PFMA to retain the surplus

incurred in the current financial year.

26. Budget vs Actual Expenditure Variances

(Refer to Statement of Comparison of Budget and Actual Amounts)

26.1 Retention of surplus resulted in CT having a favourable bank balance thus resulting in higher interest

income than anticipated.

26.2 the dti donated computer equipment’s to the Tribunal on the 03 March 2015.

26.3 Spending is slightly below budget as some procurement process took place near financial year end and

has been reported under commitments.

26.4 Major expenditure on seminars, internal audit fees were incurred in quarter 4.

26.5 The resignation of some employees resulted in a slight reduction on employee related costs spending.

26.6 Spending is over the budgeted amount due to the implementation of the new policy for Tribunal

member’s fees.

26.7 Attendance of other engagements by AGSA resulted in increased audit fees.

26.8 Additional assets donated by the dti led to an increase in the depreciation amount.

27. Risk Management

Financial risk management

The Companies Tribunal’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk.

This note present information about Companies Tribunal’s exposure to each of the risks and its objectives, policies

and procedures for measuring and managing risks. Further quantitative and qualitative disclosures are included

throughout these annual financial statements.

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The accounting authority has overall responsibility for the establishment and oversight of the Companies

Tribunal’s risk management framework. The Companies Tribunal’s risk management policies are established to

identify and analyse the risks faced by the Companies Tribunal, to set appropriate risk limits and controls and

to monitor risks and adhere to limits. Risk management policies and systems are reviewed regularly to reflect

changes in market conditions and the Companies Tribunal’s activities.

Liquidity risk

The Companies Tribunal’s risk to liquidity is a result of the funds available to cover future commitments. The

Companies Tribunal manages liquidity risk through an ongoing review of future commitments. The Companies

Tribunal regards this risk to be low, taking into consideration the current funding structures and availability of cash

resources.

The table below analyses the Companies Tribunal’s financial liabilities into relevant maturity groupings based

on the remaining period at the statement of financial position to the contractual maturity date. The amounts

disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their

carrying balances as the impact of discounting is not significant.

At 31 March 2015

Credit risk

Credit risk consists mainly of cash deposits, cash equivalents and trade receivables. The Companies Tribunal

only deposits cash with major banks with high quality credit standing and limits exposure to any one counter-

party. The maximum exposure to credit risk is represented by the carrying value of each financial asset in the

Statement of Financial Position.

Less than 1 year

R

Between 1 and 2 years

R


R

Over 5 years

RTrade and other payables

97 839 - - -

At 31 March 2014Less than 1 year

R


R


R

Over 5 years

RTrade and other payables

26 069 - - -


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Financial assets exposed to credit risk at year end were as follows:

2015 R

2014R

Trade and other receivables from exchange transactions

neither past due nor impaired10 709 5 712

Cash and cash equivalents neither past due nor impaired 22 099 277 20 539 700

Market Risk

Interest Rate Risk

Interest rate risk is the risk that the value of a financial instrument will fluctuate owing to changes in market

interest rates.

The Companies Tribunal is exposed to interest rate changes in respect of returns on its investments with

financial institutions.

The Companies Tribunal’s exposure to interest rate risk is managed by investing, on a short term basis, in

current account and in a Corporation for Public Deposit Account.

The interest rate sensitivity analysis is calculated on liabilities that represent the major interest-bearing positions

and interest generating financial assets. Based on the calculation performed, the impact on surplus of a 1%

shift would be a maximum increase of R220 993 (2014:R205 397) or decrease of R220 993 (2014: R205 397),

respectively.

28.Financial instruments

Categories of financial instruments

2015

Financial assetsAt amortised

costReceivables from exchange transaction 10 709

Cash and cash equivalents 22 099 277

22 109 986

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At amortised cost

Payables from exchange transaction 97 839

2014

Financial assetsAt amortised

costReceivables from exchange transaction 5 712

Cash and cash equivalents20 539 700

20 545 412


At amortised cost

Payables from exchange transaction 26 069

29. Going concern

The annual financial statements have been prepared on the basis of accounting policies applicable to a

going concern.

This basis presumes that funds will be available to finance future operations and that the realisation of assets

and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of

business.

30. Events after the reporting date

Management is not aware of any matter or circumstance arising since the end of the financial year.


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NOTES

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NOTES

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NOTES

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companies tribunal annual report 2015 1 - national government · companies tribunal annual report...

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