Mohloai Mpesi
FRESH drama is brewing at Naledi Funeral Planners (Pty) Ltd after newly elected director Thabiso Madiba instructed company secretary, Advocate Peter Matekane, to convene a board meeting to appoint an independent director.
Adv Matekane is, however, unlikely to comply, as he is part of the faction within management that does not recognise Mr Madiba and his allies as the legitimate board.
The latest developments stem from a disputed annual general meeting (AGM) held on 16 January 2026. Adv Matekane had earlier informed shareholders after he walked out with other shareholders that the meeting had been adjourned due to disruptions and would resume on 27 March 2026.
However, former chairperson, Malefetsane Tlelima, and other board members; Bonang Phooko, Tholo Shea, Soaile Mochaba and Mamphano Tente, were subsequently ousted during proceedings that continued in Adv Matekane’s absence.
The five approached the High Court on an urgent basis on 26 January 2026, seeking to bar the newly elected directors from acting, interfering in the company’s affairs or convening meetings.
In court papers, Mr Tlelima alleges that Adv Matekane received an email from Mr Madiba attaching documents purported to be AGM minutes and resolutions. These claim that Mr Tlelima vacated the chair voluntarily, after which shareholders appointed Mr Madiba as AGM chairperson and Advocate Lesupi as secretary.
The documents further state that shareholders resolved to remove Mr Tlelima and appoint Mr Madiba, Khojane Madiba and Tšolo Seutloali as directors before adjourning the meeting to 31 January 2026.
Mr Tlelima has dismissed the process as unlawful, irregular and invalid, arguing that the appointment of an AGM chairperson is governed by Article 53 of the company’s Articles of Incorporation, which he says was not followed.
The 31 January meeting did not proceed due to the pending litigation.
However, Mr Madiba maintains that no interim court order bars him and his co-directors from acting. He has since written to Adv Matekane instructing him to convene a virtual board meeting.
According to a letter seen by the Sunday Express, Mr Madiba said the resolutions of 16 January remain “valid, binding and operative” in the absence of a court order setting them aside.
“You are hereby formally instructed, in your capacity as company secretary, to convene a meeting of the board of directors,” the letter reads.
He said the meeting should comprise the three elected directors, the chief executive officer and the company secretary.
Mr Madiba further indicated that the board intends to appoint an independent director to ensure a quorum.
In a separate communication to shareholders, Mr Madiba said the company has effectively been operating without a functional board due to the ongoing dispute.
“It is neither prudent nor responsible for an institution such as Naledi Funeral Planners to continue operating in a governance vacuum,” he said.
He added that the shareholder-elected directors would resume their duties from 26 April 2026, pending the final determination of the court case.
“The board will act cautiously, responsibly and strictly within the confines of the law to avoid prejudicing the ongoing proceedings,” he said.
He also urged management and staff to comply with lawful shareholder resolutions unless directed otherwise by the courts.
Meanwhile, the High Court declined to grant interim relief sought by Mr Tlelima and his co-applicants, ruling only that the matter be treated as urgent.
Contacted for comment, Adv Matekane declined to discuss the issue.
“I am entering a meeting. I cannot talk about these issues,” he said.