A complaint to the Independent Regulatory Board for Auditors claims that auditors for Nova Property Group, the former Sharemax rescue vehicle, did not report the company's failure to publish audited financials for 2025 and other potential irregularities including undisclosed tax liabilities and going concern issues.
A formal complaint filed with the Independent Regulatory Board for Auditors (Irba) alleges significant failings by the auditors of the Nova Property Group , a company that originated as the rescue vehicle for the failed Sharemax investment scheme.
The complaint, lodged by a party identified as Tromp, centers on Nova's failure to release its audited annual financial statements (AFS) for the year ended February 2025. Under Section 30 of the South African Companies Act, public companies are required to prepare and approve audited AFS within six months of their financial year-end. Nova has not released these statements to date, making them nearly nine months overdue.
This is reportedly the tenth consecutive year the company has been in contravention of this statutory requirement, a fact confirmed by a prior directive from the Companies and Intellectual Property Commission (CIPC). The CIPC explicitly stated that the Nova Group is in breach of the Act for not causing the preparation and approval of its annual financial statements within the stipulated period.
The complaint further alleges that Nova's auditors, ARC Inc, failed in their professional duties by not filing reportable irregularities with Irba concerning several critical issues. These include Nova's disclosed liabilities to the South African Revenue Service (SARS), allegations of potential non-payment of value-added tax (VAT) for several years, and substantial doubts about the company's ability to continue as a going concern.
The complainant also raises concerns about directors potentially engaging in reckless trading under Section 22 of the Companies Act, continuing to operate the company despite solvency concerns. A specific strategy is highlighted where Nova may be attempting to circumvent a 2022 CIPC directive that prohibits it from selling assets. This alleged circumvention involves not opposing a liquidation application against its valuable Flora Centre property.
If liquidated, funds from the property, after settling a debt to Capitec, could flow back to Nova and potentially be used to fund the salaries of the board, including chair Connie Myburgh and CEO Dominique Haese. It is noted that these executives were paid approximately R50 million each between 2012 and February 2024, and their more recent remuneration remains undisclosed due to the delayed financial statements.
Nova has previously responded to such allegations by dismissing them as based on an incorrect interpretation of the Companies Act. In a past communication, the company stated it has never been "late" in publishing its financial statements and has never breached Section 30, claiming to have obtained senior legal counsel to support this position. It challenged critics to seek their own legal advice.
However, the latest complaint intensifies scrutiny on both the company's governance and the auditing firm's adherence to regulatory standards. The failure to publish audited financials deprives shareholders and creditors of essential transparency, while the alleged non-reporting of liabilities and going concern uncertainties by the auditors points to a possible breakdown in the financial oversight system.
Moneyweb, which reported on the complaint, stated that it sought responses from Myburgh and Haese but did not receive a reply, promising to update the record if and when they respond. The saga underscores ongoing systemic issues in corporate governance and audit quality within certain segments of the South African market
Nova Property Group Sharemax Auditors ARC Inc Irba Complaint Section 30 Companies Act Audited Financial Statements CIPC SARS VAT Going Concern Reckless Trading Flora Centre Liquidation Connie Myburgh Dominique Haese
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