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[2015] ZAGPPHC 202
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S v Ngcobo and Another (183/2014) [2015] ZAGPPHC 202 (1 April 2015)
SAFLII
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Certain
personal/private details of parties or witnesses have been
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IN
THE HIGH COURT OF SOUTH AFRICA
GAUTENG
DIVISION, PRETORIA
CASE
NO: 46134/13
In
the matter between:
SLIP
KNOT INVESTMENTS 777 (PTY)
LTD
..............................................................
APPLICANT
(Registration
Number: 2001/0120265/07)
and
BASENZI
PROPERTIES AND
DEVELOPERS
........................................................
RESPONDENT
(Registration
Number: 2007/120491/23)
JUDGEMENT
TLHAPI
J:
INTRODUCTION
[1]
In this application the applicant seeks a provisional winding up of
the respondent. In an alternative prayer the applicants
seek an order
that all proceeds emanating from ‘ any pending transactions in
the deeds office be paid into the trust account
of Sim Botsi
Attorneys Inc held with NedBank, Business Central under account
number [...] alternatively a trust account of attorneys
nominated by
the court and that the proceeds be held in such trust account until
further instructions of the court alternatively
until the
appointment of any liquidator. The application was opposed.
BACKGROUND
[2]
The founding affidavit was deposed to by Mr J P Du Plessis (Du
Plessis), sole director of the applicant. He averred that as
a
result of discussions during 2008 between one Mr K Naidoo (Naidoo)
acting for the applicant and an entity known as One Vision
Investments 233 (Pty) Ltd (“One Vision’) and Mr W Peta
(‘Peta’), sole member of the respondent, an express
alternatively tacit agreement was concluded. A building known as
Schweikerdt Building (‘the property’) was to be purchased
for purposes of leasing same to the South African National Defence
Force through the Department of Works (‘DPW’).
[3]
Ownership of the property was as a prerequisite for securing the
lease with DPW. Provision was to be made for an onward sale
of the
property including the Lease to a new BEE company to be nominated by
One Vision. Peta informed them that the guarantees
were required
urgently, before 24 June 2008, for an interim period for the
purchase of the property, until the conclusion of a
final agreement
setting out details of the specific roles each party had to play. The
respondent could not raise the funds required
for the purchase of
the building.
[4]
The applicant raised the required guarantees and was able to advance
the required monies through its independent facilities
held with
Investec Bank and Standard Bank. Guarantees were issued by
Investec in favour of ABSA Bank. The said guarantees
were subject to
a valid lease to be concluded with DPW and were to be met by funds
secured by the applicant . The guarantees were
for sums of
R7 307 741.00, and R750 000.00, payable at 8%
with prime rate interest from 11 July 2008, and
for R142 258.89.
[5]
The sale agreement was concluded on 4 August 2008 for an advance in
the amount of R8 200 000.00 for the property.
Ultimately
and after other costs were to be added the final amount
to be advanced to the new entity to be nominated
by One Vision was
R10 917 283.30, which amount would be settled from the
rental income earned from the property
by the entity nominated.
There were further meetings and discussions on the interest rate
payable. According to Du Plessis an interest
rate of prime plus 4%
was discussed. He preferred a fixed interest rate and used
illustrative rates working on 15.5%. In schedules
annexed to the
papers the net value at different interest rates was set out and, it
was agreed that an interest rate of 22%
was payable.
[6]
Subsequent to providing the guarantees the property was transferred
and registered in the name of the respondent on 25 November
2008
(annexure ‘FA20’) and on the other hand Investec
registered a mortgage bond. The sale agreement also provided
for an
advance payment of R175,000.00 to Basebenzi Construction Cc which
amount would be set off from the commission
fee for
securing the 10 year lease with DPW calculated on R 1 301 100.00.
[7]
It was an express alternatively a tacit agreement between the parties
that pending the transfer of the property to the new entity,
the
monies advanced would be considered as an interim advance to the
respondent. It was also agreed that before transfer of the
property
to a new BEE company the respondent would be responsible for repaying
the monies advanced on the same terms as would be
applicable to the
new BEE company, that is, from the proceeds of the lease to be
concluded with DPW. After transfer of the property
to a new BEE
company to be nominated by One Vision, the applicant would provide
funding to the new company in the same amount of
the purchase of the
property for a period of 10 years at an interest rate of 22% per
annum.
[8]
Among the terms of the sale agreement were the following:
“
46.1
the respondent had presented the property to One Vision for its
consideration for acquisition into a BEE nominated company
(clause
5.1);
46.2
One Vision would have the first right of refusal on the property as
per the MOU that had been signed and agreed between the
respondent
and One Vision (clause 5.1.1);
46.3
a brokerage fee of R1 250 000.00 to be paid for the
acquisition of the property was to be paid by One Vision to the
respondent (clause 5.1.2)
46.4
a commission of R3.00 times 4337 m2 which is equal to R1 301 100.00
would be paid for securing a ten year lease with
the DPW (clause
5.1.3);
46.5
the brokerage and commission would be paid out in three equal payment
in terms of clause 6 of the sale agreement (clause 6.1.4)
46.6
the respondent would onsell the property at the original purchase
price to the 100% BEE company of One Vision’s choice
(clause
5.1.5);
46.7
the respondent was to ensure a smooth transition takes place on
theonselling of the property into the 100% BEE company of One
Vision’s choice (clause 5.1.6);
46.8
the respondent was to ensure that the lease agreement allowed for the
property to be onsold to a new BEE company and still
maintain the
lease condition of ten years (clause 5.1.7);
46.9
R175 000.00 plus VAT would be involved as an advance payment to
secure the deal with the respondent;
46.10
the first payment was to be out on a successful presentation of a ten
year lease with favourable lease conditions (clause
6.1.2);
46.11
the second payment would be less the sum of R175 000.00 which
would be paid out once the property had been onsold into
100% BEE
company and after one month of rental had been paid out to the
respondent from DPW (clause 6.1.3);
46.12
final payment was to be made on successful obtainment of a ten year
lease for Kolot or any other buildings that the respondent
presented
to One Vision.
[9]
Subsequently Peta informed Naidoo that he had not agreed to the 22%
interest rate and that he wanted 50% of the deal. Peta further
alleged that he was not indebted to Investec and that there was no
basis upon which Investec could register a bond over the property.
According to Du Plessis this was theoretically correct because the
applicant had provided the financing for the property and as
a result
of Investec not wanting to be embroiled in the dispute, it cancelled
the mortgage bond. Du Plessis contended that Peta’s
conduct was
tantamount to him reneging on earlier agreements whilst at the same
time seeking to keep the funding provided to the
respondent.
[10]
It was contended by Du Plessis that as a consequence of the express
alternatively tacit agreement the respondent was obliged
to transfer
the property to the new entity to be funded by the applicant over a
period of 10 years at 22% interest rate per annum.
In the alternative
if it was held that if there was no agreement on the terms, therefore
no agreement entered into, the whole amount
was repayable on demand
or that the respondent was liable for damages to the applicant in the
amount the applicant would have earned
from the new BEE company and
in this regard the respondent would be liable for payment in the sum
of R16 797 662.36 as
at June 2013 as set out in annexure
‘FA22’ of the papers.
In
the very least he contended the applicant was entitled to claim the
monies advanced by virtue of the agreement on the basis of
an
enrichment claim and in this regard the respondent would be liable to
the tune of R8 301 040.14 as set out in annexure
‘FA2’
of the papers.
[11]
It was contended that the respondent acknowledged its indebtedness to
the
applicant
by making payments up until May 2013.
According
to the applicant even though the property was registered in favour of
the respondent on 25 November 2008 and the lease
agreement between
the respondent and DPW was only signed during March 2009 it
would have been entitled to all rentals paid
in respect of the lease
of the property in line with the principle ‘
Huur
gaat voor Koop’.
Entitlement
in this regard was demonstrated by the payment of rentals received
before conclusion of the lease agreement. Monies
paid by DPW to Up
Art Investments (previous owner of the property) was paid over to the
respondent and the respondent in turn paid
over these monies to the
applicantwhich demonstrated and as confirmed by Peta’s
email annexed as ‘FA23’
(dated 7 April 2009), the
agreement that the respondent was to repay monies so advanced.
[12]
In the same email Peta informed Du Plessis that Naidoo had told him
that he, Du Plessis acting on behalf of the applicant no
longer
wished to continue with the transaction and wanted the monies
advanced to be repaid. A further meeting was held with Peta
on 26
July 2009 which was followed by an email ‘FA24’ dated 31
July 2009, which constituted a demand stating
the outstanding
amount at
R10
430 405. 91, based on a calculation of interest at the
prescribed rate of 15.5%. The said email indicated that in the event
of no agreement being reached the interest rate would revert to 22%
as originally agreed and payable by the new BEE company. According
to
Du Plessis there was a prior demand dated the 13 March 2009 also
calculated at the prescribed interest rate of 15.5%.
[13]
In an email ‘FA26’ being a response to ‘FA24’
also dated 31 July 2009, Petacontended that several clauses
in the
memoranda had been violated, rendering them invalid. The issue was
about the interest rate chargeable and he took the view
that only a
prime rate of 7.5% was payable. Peta then proposed making repayments
in the amount R135 000.00 pending an
amicable solution and
while renovations were ongoing. When no resolution was
forthcoming a demand also tendering a
brokerage and commission
fee was made on 2 October 2009 to the respondent to transfer
the property to Four Rivers Trading
(Pty) Ltd a 100% black owned
company.
The
respondent rejected this demand and countered with an offer to settle
which excluded the interest rate. Furthermore there were
alleged
counterclaims in the amount of R7, 099,600.00 in respect of the
ABSA and Bronkhorstpruit properties.
The
applicant contended that there was no merit in the counterclaims
which had in any event prescribed. Subsequent to this letter
the
respondent yet again acknowledge its liability in several letters by
making offers to settle its liability to the applicant
in annexures
‘FA29’ to ‘FA 36’ to the founding affidavit.
[14]
The applicant contended that there was no merit in the respondent’s
denial of liability in a letter from its attorney
annexed as ‘FA42’.
It had established that it was a creditor of the respondent in the
sum of more than R200.00 and
that the respondent had demonstrated its
inability to pay its debt in that its
ad
hoc
payments had
ceased since May 2013. Furthermore that the responses in the
annexures mentioned in paragraph above arose as
a result of the
demand made in terms of 345(1)(a) of the 1973 Companies Act
read with section 69 of the CC Act.
[15]
The respondent wished to encumber its only asset and the new lease
concluded in respect of another property was detrimental
to its
creditors, in circumstances where the new lease with DPW had not been
concluded or might never be concluded. According to
the applicant if
there was no settlement agreement to pay the loan amount over ten
years then respondent was liable to paying the
full amount
immediately.
The
applicant also contended that it was just and equitable that the
respondent be wound up and that liquidators investigate and
take
charge of the business of the respondent in the light of its conduct
regarding its business, its denial of liability and the
real
possibility of encumbering its only asset should a new lease be
entered into thereby prejudicing the rights and claims of
its
creditors such as the applicant.
[16]
Mr Peta deposed to the answering affidavit. He averred that the
application was an abuse of the court process in circumstances
where
on
bona fide
and reasonable grounds it was not just and equitable that the
respondent be wound up. He averred that the business of the
respondent
was that of sourcing substantial long term lease
contracts, with Government through the ‘DPW’ at a
substantial monthly
rental. The entity contracting with DPW had to be
compliant with BEE conditions and requirements. It was agreed after
negotiations
on 4 August 2008 between himself as representative of
the respondent and Naidoo on behalf of One Vision that a sale
agreement for
the property and a memorandum of understanding be
concluded.
[17]
The applicant facilitated and provided finance in the amount of R8,2
million for the purchase of the property. He contended
that a
contractual nexus existed only between the respondent and One Vision
as evidenced by agreements and correspondence that
was exchanged and
that applicant’s role was that of financier.The respondent
would on-sell the property at the original price
to a new BEE company
which would then become the registered owner of the property and, be
liable to the applicant for the purchase
consideration of the
property. The liability would be extinguished by means of income
generated from the lease agreements concluded
between the respondent
and DPW. It was therefore never agreed that the applicant would
advance monies to the respondent for the
purchase of the property or
that the respondent would be liable for such debt. Peta averred that
the understanding had been that
One Vision would be contractually
bound to the applicant for the financing of the property which
liability would be taken over
by the new BEE company
[18]
According to Peta problems arose which resulted in the new BEE
company not being formed. One Vision intended to flouting
BEE
conditions and requirements. and together with the applicant intended
using the respondent as ‘a front’. Furthermore
the
shareholding as reflected in the memorandum of understanding as
60% share-holding for himself and 40% shareholding for
Naidoo was to
be diluted in an agreement that Du Plessis owned 50% of the BEE
company.
[19]
Mr Peta averred that he had no knowledge, had not signed and he had
not had any sight of any document ( annexures FA.51
to FA5.1,
FA18.1 to FA 18.3) whereby he and on behalf of the respondent
had agreed to the issue of any guarantees, subject
to the
passing of a first covering bond over the property in favour of
Investec in the amount of R12 million or that the actual
amount at
registration of the bond on 25 November 2008 was R15 million. It
was only upon him raising objection that Investec
ultimately agreed
that the mortgage bond registered over the property under those
circumstances was not valid. The first covering
mortgage bond was
therefore cancelled on 15 May 2012. Peta contended that the
agreements between the respondent and
One Vision had failed
when the transfer of the property to the new BEE company did not take
place. The alleged R8,2 million loan
to the respondent was not based
on any agreement concluded between the applicant and the respondent
but was a subsequent dishonest
and fictitious creation by the
applicant of such liability to the respondent.
[20]
The failure to form a new BEE company made impossible for transfer
the property as envisaged in the agreement. Furthermore
One Vision
refused to make the first payment as envisaged in terms of clause
6.1.2 of ‘FA6’ after the respondent had
presented a ten
year lease it had concluded with DPW being ‘WAP5’.
Although liability for the payment of the
R175 000.00 rested
with One Vision it was applicant who made such advance payment by
entering into an agreement with Basebenzi
CC.
[21]
Peta averred that in an attempt to rescue the transaction for the
benefit of all and without admitting liability in any amount
on the
part of the respondent he, on behalf of the respondent and on
instructions of One Vision made offers of payment to the applicant
in
order that applicant recoup the amount paid by it for the acquisition
of the property. Payments were made out of rentals received
from the
lease respondent concluded with DPW as always intended that the
applicant would be paid from such rentals by the new BEE
company. He
contended that applicant was not certain of its cause of action as
demonstrated in particular in paragraph 41 of the
founding affidavit
by pleading its cause of action in the alternative. That a
contractual
nexus
existed between the applicant and One Vision was further demonstrated
in an email addressing arrears written by the applicant to
One Vision
and forwarded by the latter to the respondent. Peta contended further
that there had been breaches in the agreement
with One Vision which
had been communicated to Naidoo in various emails together with and
complaints about the high interest rate
charged
[22]
The letter from Bax Kaplan ‘FA27’ in which One Vision
expressed its right of refusal in terms of ‘FA6’
and
‘FA7’ by nominating Four Rivers Trading (Pty) Ltd 100%
BEE company of One Vision, which was to take over transfer
of the
property at a purchase consideration of R8,2 million, which letter
also included a recordal that the
respondent was
indebted to applicant in the amount of R9 471 768.70 as at
31 July 2009 was a dishonest attempt to transpose
indebtedness to the
respondent which did not exist. Such alleged indebtedness was denied
in respondents email of ‘FA28’
of 17 November 2009 and
One Vision had failed to take any legal action to enforce
its
rights till the launch of this application. On 12 June 2013 Peta
addressed a letter to the applicant’s attorney recording
respondent’s commitment to reaching a solution with the
applicant regarding the financing of the property. Again such
was
incorrectly interpreted to be an admission of indebtedness by the
respondent to the applicant. Furthermore there were disputes
of fact
demonstrated in the uncertainty of the cause of action and also in
the grounds relied upon as basis for seeking a winding
up as
contained in paragraphs 70 and 71 of the founding affidavit and that
a winding up should not have been sought in these circumstances.
[23]
The financial statements of the respondent were annexed for the year
ending 28 February 2013 and reflected that its assets
exceeded its
liabilities. This proved that it was not commercially insolvent in
that there was sufficient realisable property to
meet applicant’s
alleged claim. The respondent contended that this precluded the
applicant from instituting normal proceedings
against the respondent
for payment of its claim. The respondent denied being indebted to the
applicant and it was therefore contended
that the deeming provisions
in Section 345 were not applicable to it.
[24]
In reply the applicant attached copies of correspondence of Mr Peta
relating to Investec Bank which showed that he had knowledge
regarding the registration of a first covering mortgaged bond in
favour of Investec and applicant contended that this evidenced
the
respondent’s lack of
bona
fides
in denying
its indebtedness. The applicant contended that the financial
statements did not comply with reporting requirements and
failed to
reflect the respondents indebtedness to the applicant and were not of
any assistance in determining whether the respondents
assets exceeded
its liabilities.
The
respondent filed an additional affidavit without leave of the court
in order to address its consent to the registration of the
Investec.
The applicant was not opposed to its admission.
IS
THE APPLICANT A CREDITOR OF THE RESPONDENT
[25]
Counsel for the applicant submitted that there was an express
or tacit agreement to advance monies in order to purchase
the
property or to conduct the letting enterprise and, that such monies
were to be considered as an interim advance pending transfer
of the
property by respondent to a new BEE entity. Pending transfer, the
respondent would be liable to repay the monies so advanced
on the
same terms that would be applicable to the BEE entity, from proceeds
of the lease with DPW.
[26]
Counsel for the respondent on the other hand submitted that there was
no contractual nexus between the applicant and respondent;
that
applicant was not certain of its own cause of action, in that there
was uncertainty as to whether the agreement was an express
or tacit
one and that the applicant’s had in the alternative resorted to
justify that the claim could also be one based on
specific
performance or damages.
[27]
In support of his submission counsel for the applicant argued that
the conduct of the respondent confirmed the existence of
such
agreement when it made the payment to it and continuing to do so
following demand by the applicant in terms of section
345.
Counsel for the respondent submitted disagreed. He submitted
that the payments were made not to confirm existence of
a contract
with the applicant or that there was an acceptance of liability on
its part. Payments were made to the applicant in
anticipation of the
conclusion of the contract it had with One Vision, in anticipation of
the property being transferred to a BEE
entity.
[28]
It was argued for the applicant that in correspondence between the
applicant and the respondent , there had always been an
acknowledgement that the R8.2 million had to be paid back to the
applicant by the respondent or One Vision had the transfer taken
place. I agree with this submission because the content of these
letters show that payments were made after there were clear
indications
that the BEE deal would not be realized, and that it was
not payment made in anticipation of the deal materializing and, this
is
evident from the following:
1.
Payment was made as
soon as rentals were received for the property and this appears in a
letter to the applicant dated 7 April 2009
where therespondent
accounted to the applicant for rentals received. In that letterthe
respondent indicated that it was flexible
on the issue of interest
and awaited the applicant’s to their counter proposal . The
respondent at that early stage knew
that the relationship had soured
or come to an end.
“
....w
e
have received only 3 payments ....which we have all paid over to
Slipknot.......Kevin has informed me.... that you no longer wish
to
continue with us and want us to repay the loan”
and
This
letter was preceded by an email from applicant of 13 March 2009
demanding payment.
“
It
has come to our attention that your account in arrears..contact us to
arrange payment”
2.
On 29 July 2009 there
is demand by the applicant for an accounting and reconciliation of
all payment received for rental on the
property and indication that
the respondent owed R10.4 million calculated at an interest of 15.5%.
There was a demand for settlement
of the entire amount or that the
property be sold to the BEE entity.
3.
On 31 July 2009 the
respondent replied that it had not committed to an interest
rate of 15.5% when prime rate was 7.5%
and proposed paying R135, 000
per month till renovations were completed and while the parties
‘
seek
amicable solution’.
4.
On 2 October 2009 One
Vision exercised its right of first refusal and reminded the
respondent of its indebtedness to the applicant;
5.
On 17 November 2009 in
an email to One Vision the respondent acknowledged indebtedness to
the applicant, the only problem was the
interest rate;
“
we
want to settle you out as Mr Du Plessis indicated at our last
meeting, but we disagree with the interest you are charging as
we
never agreed to it”
6.
On 1 September 2011 the
respondent acknowledged that it needed to settle the applicant’s
account in its entirety.
7.
On 26 September 2011
the respondent made a final offer to settle the debt.
8.
On 16 February 2012 the
respondent made the following offer of settlement:
“
that
you accept R10 000 000 as full and final settlement of the
R8,200,00 plus the R175 000 advanced over erf 1492
Soshanguve”
9.
In a letter to the
applicant of 8 May 2013 the respondent said:
“
should
the lease materialize, we will make a renewed proposal to settle you.
Should the lease fail, we will sectional title the
offices and still
settle you”
[29]
There was further correspondence relating to a further lease in which
additional finance was required by Peta and in these
letters there
was further acknowledgement that the indebtedness to the
applicant had to be settled ( letters of 6 March 2012;
8 March 2012;
10 April 2012; 12 June 2013;)
[30]
It has been argued for the respondent that Mr Peta as a lay person
wrote letters and made payment without appreciating that
when he did
so there was no contractual nexus between the respondent and
the applicant and further that indebtedness was
denied in a letter
from respondent’s attorneys of 5 July 2013. In my view if
the respondent had been
bona
fide
in its defence
and about its relationship with One Vision when it corresponded with
the applicant then the letters and, the
financial statements
which were attached to the answering affidavit but not signed by the
consulting accountant would have reflected
and narrated the status
of such liability.
[31]
My understanding was that if the BEE entity been established and the
property transferred to it, the BEE entity would have
been liable,
but when it failed to materialize the respondent through Mr
Petra demonstrated that it was the respondent received
the
money and that it would pay back to the applicant because no
money was received by One Vision or the BEE entity. I do
not
understand any of the letters referred to above to mean that payment
was made in order to rescue the BEE transactions or paid
in
anticipation of the transaction being rescued. There can be no
clearer demonstration of indebtedness as seen from the admission
in
these letters except that there was always a dispute about the
interest payable. I am further not satisfied that there exists
real
disputes of fact which would persuade me to refer the matter to oral
evidence.
[32]
I am therefore not satisfied that the respondent has shown that it
disputes indebtedness to the respondent on
bona
fide
grounds. In my
view the applicant has demonstrated that the respondent was indebted
to it (on any version) in an amount above R200.00
and that it
remained indebted to applicant for the initial amount advanced less
that already paid. Although the determination of
the issue on
interest is not important to the issues herein it would be fair to
the applicant that in the absence on an agreement
regarding interest
that the applicant should expect to be paid interest at the legal
rate of 15.5% on the outstanding amount from
time to time. According
to annexure “FA2” under the column capital
outstanding, which calculation took
into account payment
received from the respondent, the balance outstanding was
R8 301 040.14
[33]
The respondent had contended that the debt had prescribed. I have
already found that the letters were an acknowledgement of
debt and
therefore the debt had not prescribed because the last payment
received during May 2013 also served to interrupt prescription
JUST
AND EQUITABLE GROUNDS
[34]
The respondent stopped paying since 31 May 2013 despite the fact
demand from the applicant. I have already found that
the said letters
could not havebeen written by him in anticipation of the transaction
going through. I am not satisfied that
the respondent has
made out a case on the papers that payment were made only in an
attempt to resolve the impasse between
the applicant or to
rescue the transaction. In addition to not being able to pay its debt
it was submitted for the applicant
that just and equitable
grounds for winding up were to be found in the following:
(a)
by respondent denying
liability and in seeking to encumber its only asset to acquire
another building where prospects of entering
into a lease forthe new
building are doubtful in that DPW and or SANDF had notsubjected the
envisaged lease to the normal tender
procedures;
This
conduct was bound to prejudice the applicant and other creditors;
(b)
by using the
funding it is presently receiving from the lease of the property to
embark on a new venture instead of paying
its liability to the
applicant;
(c)
that there is need to
investigate the conduct of the business of the respondent for
impeachable dispositions and for reasons that
the respondent
continues to trade when it was unable to pay its debts;
[35]
In the replying affidavit the applicant questioned the state of the
financial statements which were not finalized, remained
unsigned by
the accountant and which failed to comply with proper accounting
procedures. This, in my view would be a reason
to investigate
the conduct of the respondent in that there is no confirmation or
certainty that the respondent’s assets exceed
it liabilities.
Furthermore, in that the respondent has not deemed it necessary to
address those grounds upon which the applicant
contended that on just
and equitable grounds the respondent be wound up. I am therefore
satisfied that the applicant has made out
a case for the respondent’s
provisional winding –up.
[36]
In the result the following order is granted:
1.
The respondent place
under provisional winding up;
2.
A rule nisi is issued
calling on all persons who have a legitimate interest toadvance
reasons, if any, on a date to be arranged
with the Registrar of
theabove Honourable Court why this Court should not order the final
winding-up of the respondent;
3.
The applicant is
ordered to:-
3.1.
Serve a copy of this
order on the respondent at its registered address;
3.2.
Publish a copy of this
order once in the Government Gazette and once in the Star Newspaper;
and
3.3.
Forward a copy of this
order forthwith to each known creditor by prepaid registered post or
by electronically receipted telefax
transmission or by electronically
receipted e-mail;
___________
TLHAPI
V V
(JUDGE
OF THE HIGH COURT)
MATTER
HEARD ON : 28 MARCH 2014
JUDGMENT
RESERVED ON : 28 MARCH 2014
ATTORNEYS
FOR THE APPLICANT: SIM & BOTSI ATTONEYS
ATTORNEYS
FOR THE RESPONDENT : MELTZ LE ROUX
MOTSHEGA
ATTORNYES