…but the fired board chairperson defends top DCEO man
Mohloai Mpesi
THE major shareholders of Naledi Funeral Planners have removed the company’s board chairperson, Malefetsane Tlelima, over the alleged “unlawful” recruitment of the suspended Directorate on Corruption and Economic Offences (DCEO) head of the Asset Recovery Unit, Peter Matekane.
Mr Matekane currently serves as Naledi’s Company Secretary and is accused of being instrumental in frustrating shareholders’ efforts to remove Mr Tlelima.
The shareholders; Thabiso Madiba (45.152%), Sidwell Jackson (12.523%), Khojane Madiba (1.243%), Mohau Linake (13.876%), Retšepile Linake (1.248%), and proxies Advocates Tembo Lesupi and Mokhacho Kao, resolved to dissolve the board, which consisted of Mr Tlelima and four other members.
Mr Tlelima, Bonang Phooko, Tholo Shea, Soaile Mochaba, and Mamphano Tente were ousted from their positions as chairperson and directors during the Annual General Meeting (AGM) held last Friday.
The AGM, held at Thetsane Office Park, descended into chaos after Messrs Tlelima and Matekane, along with several shareholders, walked out of the meeting. Police were present in large numbers.
The remaining shareholders, who constituted a majority of over 70 percent, opted to stay on, continued with the meeting, and voted to dissolve the board and remove Mr Tlelima as chairperson. They appointed Thabiso Madiba to chair the AGM.
Removal from directorship
An official communication confirming Mr Tlelima’s removal was issued on Tuesday this week.
The notice was issued by Thabiso acting as the interim chairperson.
In a one-page letter titled “Formal Notice of Your Removal as Director of the Board of Naledi Funeral Planners (Pty) Ltd”, Thabiso informed Mr Tlelima that his directorship had been terminated in terms of Article 93 of the Company’s Articles of Incorporation.
“This serves as formal notice that, following a resolution passed by shareholders at the Annual General Meeting held on 16 January 2026 at Thetsane Office Park in Maseru, your position as a member of the Board of Directors of Naledi Funeral Planners (Pty) Ltd has been terminated with effect from 16 January 2026,” the letter reads.
“On behalf of the shareholders, I wish to acknowledge and appreciate your past contributions and service to the organisation and wish you well in your future endeavours.”
The letter was circulated to shareholders and executive management.
Reasons for removal
Directors who remained in the meeting accused Mr Tlelima of unlawfully recruiting Mr Matekane and acting in conflict of interest, as outlined in a “Special Notice of Intention to Propose Resolutions for Removal and Election of Directors” dated 4 December 2025.
“Mr Tlelima participated in the recruitment of Mr Peter Matekane while the latter was still employed by the DCEO, contravening the Civil Service Act, the company’s employment contract obligations, fiduciary duties to avoid conflicts of interest, and laws relating to illegal enrichment,” the notice states.
Tlelima’s defence
Mr Tlelima rejected the allegations through his response dated 15 January 2026, insisting there was nothing unlawful about Mr Matekane’s recruitment.
“The proposed removal is malicious, mala fide, driven by ulterior motives, and not in the best interests of the company,” he said.
“I aver that there is nothing unlawful about the recruitment of Mr Matekane while he was still employed by the DCEO. The proposers have failed to demonstrate the alleged unlawfulness in terms of statute, policy, or any other law.”
Mr Tlelima further argued that there were no facts showing that Mr Matekane’s employment at Naledi contravened the Civil Service Act.
“There are no facts placed to support the proposers’ allegations that Mr Matekane’s employment contravenes the Civil Service Act. To make matters worse, there is no specific provision cited precluding his recruitment,” Mr Tlelima said.
However, his argument appears to conflict with the Prevention of Corruption and Economic Offences (PCEO) Regulations, 2021, which prohibit DCEO officers from engaging in private-sector employment, while the Public Service Act bars other civil servants from gainful private employment.
The DCEO is also on record saying it was looking into Mr Matekane’s matter as he was barred from working for any other organisation whilst still a DCEO employee.
But Mr Tlelima argues that fiduciary duties apply to directors, and since Mr Matekane is not a director of Naledi Funeral Planners, no conflict of interest arises.
“He cannot be said to be in a conflict of interest where Naledi Funeral Planners and the DCEO are not in the same line of business and therefore not in competition.
“There are no shared interests or time commitments between the DCEO and the company to warrant allegations of conflict of interest.”
Mr Tlelima also dismissed allegations of illegal enrichment, saying no facts had been provided to substantiate them.
M10 million tax penalties
Mr Tlelima is further accused of presiding over governance failures that allegedly resulted in the company incurring losses running into millions of maloti due to deliberate tax concealment exceeding M20 million.
“Mr Tlelima presided over the deliberate concealment of tax arrears owed to the Revenue Services Lesotho (RSL) totalling M20,801,944.27, which were never disclosed to shareholders nor reflected in audited financial statements,” the notice alleges.
“This constitutes material non-disclosure, misrepresentation of the company’s financial position, and breaches of statutory requirements for proper accounting records and transparency.”
The notice further accuses him of causing the company to incur penalties exceeding M10,805,760 due to persistent failure to pay tax.
Tlelima refutes claims
Mr Tlelima has refuted the allegations, insisting that all Naledi Funeral Planners’ accounts were audited and that financial statements reflected all tax liabilities.
“The allegation that I presided over deliberate concealment of tax arrears totalling M20,801,944.27 is vehemently denied.
“All accounts of Naledi Funeral Planners were audited, and all financial statements reflect the tax element and its cumulative effect. Shareholders were provided with these statements, rendering the allegation of material non-disclosure baseless.”
He instead blamed the tax challenges on Thabiso’s tenure as chief executive officer.
“The tax liabilities emanated from poor administration during Mr Thabiso Madiba’s tenure as CEO. At that time, Mr Khojane Madiba and Mr Sidwell Jackson were directors and failed to remedy the tax liability amounting to M7,923,042.72,” Mr Tlelima said.
He added that the now-dissolved board had worked to regularise the company’s tax position and claimed that RSL currently owes Naledi Funeral Planners over M6 million.
“An assessment of VAT as at 22 December 2025 reflects -M6,083,779.50, placing the company in good standing with RSL.
“It follows that RSL is indebted to the company, not the other way around. Claims that Naledi owes RSL M20,801,944.27 are false and defamatory.”
Naledi fight far from over
The internal dispute at Naledi Funeral Planners appears far from resolved.
Mr Matekane this week circulated a notice to shareholders stating that the AGM held on 16 January 2026 had been adjourned and would resume on 27 March 2026, implying that Mr Tlelima’s faction still considers itself the legitimate board.
“The AGM of 16 January 2026 was adjourned due to disruptions caused by some shareholders, making it impossible to conduct business in an orderly manner,” the notice reads.
Conversely, Thabiso issued a counter-letter asserting that the meeting lawfully continued after Mr Tlelima and others walked out.
“The shareholders present constituted a quorum and resolved to proceed with the business of the meeting,” Thabiso said.
He listed agenda items that were concluded, including the removal of Mr Tlelima, election of a new chairperson, board restructuring, conflict-of-interest matters, and security arrangements.
Items deferred due to time constraints include adoption of annual reports and financial statements, approval of dividends, directors’ remuneration, and appointment of auditors.
Thabiso stated that the meeting would reconvene on 31 January 2026 at Malinakana Guest House in Hlotse to conclude the outstanding business.
“No new business shall be introduced, and matters already concluded on 16 January 2026 shall not be reopened,” the letter reads
