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[2015] ZAKZDHC 28
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Hlatswayo N.O. and Others v Silver Falcon Trading 99 (Pty) Ltd and Others (5047/13) [2015] ZAKZDHC 28 (25 March 2015)
IN
THE KWA-ZULU NATAL HIGH COURT, DURBAN
REPUBLIC
OF SOUTH AFRICA
CASE
NO: 5047/13
In
the matter between:
ROSEBUD
GUGULETHU HLATSWAYO N.O.
….................................................
1
ST
APPLICANT
LAWRENCE
THULANI MTHETHWA N.O.
….....................................................
2
ND
APPLICANT
LANCE
CRAIG PETERSEN N.O.
….......................................................................
3
RD
APPLICANT
AND
SILVER
FALCON TRADING 99 (PTY)
LTD
......................................................
1
ST
RESPONDENT
PREVIN
NAIDOO
..................................................................................................
2
ND
RESPONDENT
TARISHA
SINGH
...................................................................................................
3
RD
RESPONDENT
RMS
CORPORATE SOLUTIONS (PTY)
LTD
..................................................
4
TH
RESPONDENT
RAND
MERCHANT BANK
LIMITED
...............................................................
5
TH
RESPONDENT
JUDGMENT
THATCHER
AJ:
Introduction
[1]
The applicants are the trustees of the Ekuthuleni Family Trust (“the
trust”). Previn Naidoo, the second respondent,
and
Tarisha Singh, the third respondent, each hold one third of the
shares in the first respondent, Silver Falcon Trading 99 (Pty)
Ltd.
Each of them also acknowledges the trust’s right to the
remaining one third of the shares in the first respondent.
The
first respondent owns an immovable property on Prince Street in
Durban and which is known as the South Beach Shopping Centre.
Rental income is obtained from the tenants of the shopping centre.
Differences arose between the trust on one hand and the
second and
third respondents on the other. Those differences resulted in
an order being made in this court on the 24 June
2005 that, pending
the determination of an action to be brought by the trust against the
first, second and third respondents for
an order,
inter
alia,
that the share register of the
first respondent be rectified to reflect the trust as holding 33,3%
of the shares in the first respondent,
the second and third
respondents were interdicted and restrained from withdrawing any
funds from the first respondent’s bank
account other than by
cheques also signed by the first applicant. Further in terms of
that court order, the predecessor of
the fourth respondent was
appointed to manage the day to day affairs of the first respondent,
including the collection of rentals
from the tenants at the shopping
centre, the payment of expenses of the first respondent and the
retention of income earned by
the first respondent in a trust account
while paying into the first respondent’s bank account
sufficient funds to meet any
duly signed cheques.
[2]
The action contemplated in the court order was instituted and
subsequently settled. The settlement agreement put in place
a
mechanism by which the trust and the second and third respondents
would part company. In terms of that settlement agreement,
the
second and third respondents were to purchase the trust’s one
third shareholding in the first respondent for R4 000 000,00,
payable within six months of the 17 October 2007. The first
respondent was to register a mortgage bond over the South Beach
Shopping
Centre in favour of the trust to secure the repayment by the
first respondent to the trust for an amount of R2 620 000,00
loaned by the trust to the first respondent. In the event of
the second and third respondents not paying the sum of R4 000 000,00
before the expiry of the six month period, the full amount of the
trust’s loan would immediately become due and payable by
the
first respondent to the trust which would then be entitled either to
enforce the sale or to cancel it, or to call up the loan
and
foreclose on the bond, “or take such other steps as it may be
advised including an application for the winding up of”
the
first respondent. Pending the payment of the R4 000 000,00
“and until the final resolution of all matters
referred to in”
the settlement agreement, the fourth respondent’s predecessor
would continue to manage the day to day
affairs of the first
respondent as provided for in the court order of the 24 June 2005.
[3]
The sum of R2 650 000,00 was made available by the trust to
the first respondent from monies loaned by the fifth respondent
to
the trust. According to the first applicant, the instalments
payable by the trust to the fifth respondent were not being
paid by
the fourth respondent and the trust began doing so. She states
that the trust is unable to continue paying the instalments
on the
loan made by the fifth respondent. According to the first
applicant, the fourth respondent (which, it is common cause,
has
replaced its predecessor) is obliged to make these monthly payments
to the fifth respondent in terms of the court order of
24 June 2005
but , the first applicant contends, the fourth respondent “is
being pedantic in this regard and requires an
order specifically”
to do so.
[4]
Accordingly the applicants launched this application on 5 May 2013,
some 22 months ago, for two orders. The orders sought
were,
firstly, that the fourth respondent pay to the trust the sum of
R2 455 184,50 being the total of the instalments
paid by
the trust to the fifth respondent since March 2004, or whatever
amount is held by the fourth respondent in its trust account.
Secondly, the applicants sought an order that the fourth respondent
pay all future mortgage bond instalments in respect of the
mortgage
bond passed over the shopping centre in favour of the trust directly
to the fifth respondent.
[5]
The third respondent opposed the application and brought a counter
application for,
inter alia
, an accounting in respect of the
loan of R2 620 000,00, and, upon receipt of that
accounting, the first respondent tendered
to pay to the applicants
the sum of R1 947 729,96 standing to the credit of the
first respondent in the trust account
administered by the fourth
respondent in part settlement of the loan of R2 620 000,00.
In the alternative, the
third respondent seeks an order that the
first respondent be wound up on the grounds that it is just and
equitable to do so.
[6]
The fourth respondent delivered an affidavit in which it advised that
aside from the rentals collected in any given month, it
holds no
money in trust for the first respondent and it has never done so.
All monies from the rentals, presumably after
the first respondent’s
expenses have been deducted, are transferred to the first
respondent’s ABSA Bank account, over
which the fourth
respondent has no control. In most months there would be
sufficient nett income to pay the loan instalment
to the fifth
respondent. However that is not always the case and accordingly
the fourth respondent stated that if the court
ordered it to make
payment of all future instalments directly to the fifth respondent,
the order would have to be subject to the
proviso that there are
sufficient funds to do so.
[7]
The first applicant replied to the answering affidavits. She
sought the dismissal of the counter application and persisted
in
seeking the relief set out in the notice of motion.
The
relief now claimed by the applicants
[8]
In the heads of argument delivered on behalf of the applicants on 26
February 2015, less than a week before the hearing, it
emerged that
the applicants no longer persisted in the relief originally sought by
them and set out in paragraph [4] above.
Rather, the applicants
sought a money judgment against the first respondent for
R2 622 000,00. This is based upon
the settlement
agreement concluded on 17 October 2007, over seven years ago. They
also claimed interest on that sum up to 1 September
2004 in the
amount of R66 154,33. This amount is the interest on the
sum of R2 620 000,00 from the 24 March
2004 until 31 August
2004, calculated at the rate of 6% per annum being the amount paid by
the Standard Bank on deposits invested
on call from time to time
which is the formula provided in clause 1.2 of the mortgage bond.
The applicants claimed interest
from 1 September 2004 to 28 February
2004 in the amount of R1 650 600,00 being the interest
which accrued at the same
rate from 1 September 2004 to 28 February
2015. They also claimed interest at the rate of 6% per annum on
the sum of R2 620 000,00
from 1 March 2015 to date.
In the alternative to the claim for interest in the amount of
R1 650 600,00, the applicants
claimed R1 747 867,00
calculated in accordance with the interest rates payable by the
Standard Bank on money invested
on call with it which varied between
4,9% per annum and 11,25% per annum over the period September 2004 to
February 2015. In
addition, in the alternative claim, the
applicants claimed interest at the rate of 5.25% per annum from 1
March 2015, being the
current call rate at the Standard Bank.
[9]
In both amended orders, the applicants sought an order that the
first, second and third respondents effect payment to the applicants
of the amount standing to the credit of the first respondents ABSA
Bank account in partial discharge of their judgment debt.
[10]
At the hearing, Mr
Pitman
,
who appeared for the third respondent opposed the amended relief
sought and moved for the alternative relief sought in the third
respondent’s counter application, namely for the winding-up of
the first respondent on the basis that it was just and equitable
to
do so.
[11]
Mr
Pillemer
SC, who appeared with Mr N
Moosa
for the
applicants, submitted that the applicants were entitled to seek the
amended relief since the evidence in support of that
claim appeared
from the founding papers. Counsel for the applicants in their heads
of argument addressed this aspect in the following
terms:-
“
Although
the founding papers are a little confusing and the notice of motion
requires a slight adjustment, the applicants’
claim in essence
is for payment of monies which it is owed by the first respondent and
which are secured by a mortgage bond.”
Later
in their heads of argument, the change in relief is described as
follows: “the papers and notice of motion sought to
take a
short cut and direct the fourth respondent to make the appropriate
payment directly to the fifth respondent which lent applicants
the
money. This is not appropriate relief and so the relief that
was originally sought in that regard (prayer two of the
notice of
motion) is no longer persisted in.”
[12]
It is true that the founding affidavit refers to the settlement
agreement and alleges that the second and third respondents
did
not pay the sum of R4 000 000,00 referred to in the
settlement agreement. However the founding affidavit then
proceeds to set out facts in an endeavour to justify the grounds of
the relief sought in prayers one and two of the notice of motion
which requires the fourth respondent to do certain things.
There is nothing in the founding affidavit to indicate that the
applicants intend seeking a money judgment against the first
respondent based upon the settlement agreement. It would have
been a relatively simple exercise to plead a claim for a money
judgment of R2 620 000,00 against the first respondent
based the settlement agreement, alleging that:-
(a)
in terms of clause 9 of the settlement
agreement, in the event of the second and third respondents not
paying the sum of R4 000 000,00
within six months of the 17
October 2007, the full amount of the trust’s loan of
R2 620 000,00 would immediately
become due, owing and
payable by the first respondent to the trust;
(b)
the sum of R4 000 000,00 has
never been paid and so the sum of R2 620 000,00 is due owing and
payable;
(c)
the trust is exercising its right to call
up the loan.
However,
there is no endeavour to make this case in the founding affidavits.
[13]
In the case of
Minister of Land Affairs and Agriculture v D &
F Wevell Trust
2008(2) SA 184 (SCA) 200C-E Cloete JA stated as
follows:
“
It
is not proper for a party in motion proceedings to base an argument
on passages in documents which have been annexed to the papers
when
the conclusions sought to be drawn from such passages have not been
canvassed in the affidavits. The reason is manifest
– the
other party, may well be prejudiced because evidence may have been
available to it to refute the new case on the facts.
…
In motion proceedings, the affidavits constitute both the pleadings
and the evidence:
Transnet Ltd v
Rubenstein
[2006(1) SA 591 (SCA) [28]]
and the issues and averments in support of the parties’ cases
should appear clearly therefrom.
A party cannot be expected to
trawl through lengthy annexures to the opponent’s affidavit and
to speculate on the possible
relevance of facts therein contained.
Trial by ambush cannot be permitted
.”
See also:
Eskom
Holdings Ltd v New Reclamation Group (Pty) Ltd
2009(4) SA 628
(SCA) at 638B-F.
Swissborough
Diamond Mines (Pty) Ltd & Others v Government of the Republic of
South Africa & Others
1999(2) SA
279 (T) at 323F-324C, quoted with approval in
MEC
for Health, Gauteng v 3P Consulting
2012(2) SA 542 (SCA) at 550F-551D.
[14]
The applicants no longer contend for the relief originally sought.
However the founding affidavit is brief, not confusing,
and provides
no indication of the amended relief the applicants now seek.
The approach of the respondents in their answering
affidavits was to
meet the case made out in the founding affidavits, not the amended
relief. If the relief now sought had
been sought from the
outset, the respondents’ approach to the application would, I
have no doubt, have been different.
The application was
launched some 22 months ago. The applicants cannot, a week before the
hearing of the application, change their
relief from that originally
sought in so drastic a manner. This is trial by ambush.
In the circumstances the
applicants’ amended relief cannot be
granted.
[15]
Mr
Pitman
moved for the alternative relief in the counter
application, that is, for the first respondent to be wound up on the
basis that
the shareholders of the first respondent were deadlocked
in the management of the first respondent. In addition, he argued
that
it was just and equitable that the first respondent be wound up
by reason of the breakdown in their relationship between the trust
represented by the first applicant on one hand, and the third
respondent on the other.
[16]
Section 81(1)(d)
of the
Companies Act, No.71 of 2008
, provides that a
company may be wound up at the instance of one or more shareholders
on the grounds of deadlock situations set
out in sub sections (i) and
(ii) or, in terms of sub section (iii), that “it is otherwise
just and equitable for the company
to be wound up …”.
[17]
There is no fixed category of circumstances which may provide a basis
for a winding up on the just and equitable ground under
the
Companies
Act, 2008
. These circumstances include those which provided a
basis for a winding up on just and equitable grounds within
section
34(4)(h) of the 1973 Act.
Thunder
Cats v Nkonjane Economic Prospecting
2014(5) SA 1 (SCA) at 9E-F.
[18]
Where there is in substance a partnership in the form of a private
company, circumstances which would justify the dissolution
of the
partnership would justify the winding up of the company under the
just and equitable provision.
Apco
Africa (Pty) Ltd & Another v Apco Worldwide Inc
.
2008(5) SA 615 (SCA) at 624G-H.
Where
the purpose for which the company was formed could not be achieved,
it may also be wound up on the basis that it is just and
equitable to
do so because the
raison d’ être
for the company
has ceased.
Apco
Africa (Pty) Ltd & Another Worldwide Inc.
(supra)
at 621E-G.
[19]
Mr
Pitman
contended that the evidence of the first applicant and the third
respondent demonstrated that the parties were in substance in
partnership with the partnership business being conducted through the
vehicle of a company. He also submitted that the evidence
demonstrated a breakdown of the relationship between the first
applicant on one hand and the third respondent on the other.
[20]
Mr
Pitman
submitted that the business for which the respondent had been formed
could not be achieved. He submitted that the object of the
first
respondent was not merely to obtain rental income from the South
Beach Shopping Centre. Rather, when the trust and
the second
and third respondent joined forces, their object was to demolish the
existing buildings on the properties and to construct
a multi-storey
development comprising a shopping centre and possibly commercial
offices and luxury residential flats. Once
the properties were
acquired (which was going to cost R13 000 000,00), the plan
was to approach major property development
and construction companies
to obtain their participation in the development. Ultimately it
was envisaged that the entire
project would realise some
R240 000 000,00 with the project reaping a profit of some
R66 000 000,00 so that
the trust would receive a profit of
some R13 200 000,00 and over and above having received
repayment of the initial loan
of R2 600 000,00 and the
interest thereon. However events did not unfold as anticipated
or hoped. According
to the third respondent, the first
applicant became disenchanted, contending that she had been defrauded
because, so she alleged,
she had not realised that neither the third
respondent nor her father nor the second respondent had invested any
of their own money
in the project. According to the third
respondent, they were unable to secure a partner with the necessary
finance to acquire
further properties in the area and to fund the
development. As a result, the business of the first respondent
is now simply
an investment in a shopping centre generating rental
income and its business is managed by a neutral party as a result of
the lack
of trust which subsists between the applicants on one hand
and the third respondent on the other. The object of the first
respondent has not been achieved and given the climate of distrust,
its initial object will not be achieved.
[21]
Mr
Pillemer
submitted that the court is required to make a value judgment and
conduct a balancing exercise to determine whether it is just
and
equitable to wind up the first respondent. He submitted that it
was not just and equitable to do so because the first
respondent is a
solvent company being administered by the fourth respondent, an
independent third party. He conceded that
the parties do not
get along, but submitted that as there is a mechanism in place to
manage the first respondent’s business,
the parties do not have
to work together or deal with each other.
[22]
Mr
Pillemer
also argued that the third respondent had not come to court with
clean hands because the second and third respondents have never
complied with the settlement agreement of 17 October 2007, and the
application to wind up the first respondent was simply a stratagem
to
prevent the trust from obtaining the money it was admittedly owned.
There was therefore an ulterior motive in bringing
the winding up
application.
[23]
He further submitted that a forced sale of the property, which would
almost inevitably follow the winding up of the first respondent
would
not result in the proper value of the property being realised which
rendered its winding up not just and equitable.
[24]
It cannot be disputed by the applicants that the first respondent is
in substance a partnership and that the relationship between
the
parties has broken done. I say so because the first applicant
in 2009 deposed to an affidavit in support of an application
to wind
up the first respondent on the basis that the relationship between
the trust, represented by the first applicant, and the
second and
third respondents was “intended to have the character of a
joint venture or partnership which was dependent upon
good faith and
mutual trust and understanding in the conduct of the affairs of”
the first respondent. In her affidavit
in support of that
application, the first applicant contended that it was just and
equitable to wind up the first respondent because
“its original
contemplated venture has failed and the relationship between [the
second and third respondents] has disintegrated”.
Furthermore, in her founding affidavit in this application, the first
applicant stated that the appointment of the fourth respondent
as the
manager and administrator of the first respondent arose “due to
the breakdown in communication between the trustees
of the trust and
the second and third respondents”.
[25]
Almost from the commencement of the first respondent’s business
the parties have been at loggerheads. This is evidenced
by the
following (and this is gleaned from the founding affidavit of the
first applicant in this application and her founding affidavit
in the
application brought in 2009 to wind up the first respondent):-
(a) the first
applicant was approached by the second respondent and the father of
the third respondent in February 2004 with a proposal
to develop
immovable properties on the corner of Prince Street and Crieff Place
in the Addington area in Durban, the proposal being
the demolition of
the existing buildings on the properties and the construction of a
multi-storey development to be named uShaka
Towers;
(c)
by August 2004, the relationship between the trust, represented by
the first applicant on one hand, and the second and third
respondents
on the other, had completely broken down;
(d) in August 2004,
the first applicant laid a complaint with the South African Police
Service, alleging fraud on the part of the
second respondent;
(f)
In 2005, this Court, in the application brought by the trust, made an
order interdicting the second and third respondents from
withdrawing
funds from the first respondent’s bank account save by cheques
also signed by the first applicant, and appointing
the fourth
respondent’s predecessor to manage the affairs of the first
respondent pending the determination of an action
to be instituted by
the trust;
(g) in 2005 the
trust brought the envisaged action in this court against the first,
second and third respondents;
(h) on 17 October
2007, that action was settled on the terms set out in paragraph [2]
above;
(i) In May 2009 the
applicants brought an application to wind up the first respondent on
the grounds that it was just and equitable
to do so: the founding
affidavit in that application deposed to by the first applicant is
replete with allegations that:
(i) the development
was in essence a joint venture between the trust and the second and
third respondents;
(ii) the
relationship of trust and cooperation which was supposed to
characterise this joint venture was absent and relations between
the
parties had broken down completely;
(iii) prior to the
settlement of the action on 17 October 2007, the first applicant was
advised that she should bring an application
to wind up the first
respondent on the grounds that it was just and equitable to do so
because “the relationship of trust
and cooperation which was
supposed to characterise this joint venture and the relations between
the parties had completely and
utterly broken down”;
(iv)
the first applicant believed that first, second and third respondents
did not have the ability to pay R4 000 000,00
and if the
trust cancelled the settlement agreement, nothing would be achieved
because the parties would revert to the
status
quo
ante,
that is, they would remain locked
in as shareholders in the first respondent “in a relationship
which is bereft of any
mutual confidence and good faith”.
[26]
In consequence of the complaint laid by the first applicant with the
South African Police in which she alleged that the third
respondent
was guilty of fraud. In 2005 the second and third respondents
were arrested, charges were laid and subsequently
withdrawn, again
laid and withdrawn, and then in 2010 the second and third respondents
and her father were charged again but the
charges were subsequently
withdrawn against the third respondent (I was advised by Mr
Pitman
from the Bar at the hearing on 4 March 2015 that on the previous day,
3 March 2015, the charges against the second respondent and
the third
respondent’s father had been provisionally withdrawn, but not
as a result of any conduct of the first applicant,
but because the
prosecuting authority could not proceed: I did not understand Mr
Pillemer
to dispute this).
[27]
According to Mr Larsen, the representative of the fourth respondent
administering the shopping centre, all of the shareholders
of the
first respondent “are highly litigious and have been at each
other’s throats for a number of years with seemingly
no
resolution in sight”.
[28]
The view of Mr Larsen that there is seemingly no resolution in sight
is correct if one has regard to the first applicant’s
replying
affidavit. She indicates that she intends bringing further litigation
against the second and third respondents. In her
replying affidavit
she states as follows:
(a) proceedings are
being instituted against the third respondent for her removal as a
shareholder and director “based on
grounds of fraud perpetrated
upon the trust and the first respondent”;
(b) she “will
in due course, whilst the criminal trial is pending, seek to remove
the second and third respondents as directors
and shareholders, as a
result of the fraud perpetrated upon [her] by them”, and “since
the third respondent has now
claimed full knowledge”, the first
applicant intends “to have her prosecuted”;
(c) she intends to
“to obtain the return of the shareholding … as [she] was
defrauded into the allocation of the shareholding
and such fraud is
being perpetrated upon [her] by the second and third respondents
together with the father of the third respondent”;
(d) she “persists
in [her] submissions [she] was defrauded in this matter and the
present criminal charges are being considered
by the commercial
crimes court”;
(e) she intends
bringing a further application because of the broken relationship
amongst the shareholders (it appears that this
application is to be
brought for the removal of the second and third respondents as
directors and shareholders);
(f)
she intends to pursue the criminal charges against the third
respondent and her father “should same become necessary to
protect [her] rights”.
[29]
The remarks of Ponnan JA in
Apco Africa (Pty) Ltd & Another v
Apco Worldwide Inc.
(supra) at 628H-J are apposite in this
regard. The learned judge stated as follows:
“
When
one of two partners threatens civil and criminal action, including
prosecution for fraud, is it reasonable to suppose that
those two
partners can work together in the manner in which they ought to work
in the conduct of the partnership business?
Can they do so when
things have reached such a pass as we have here? Common sense seems
to dictate that the answer has to be a
resounding ‘no’.
In those circumstances it seems to me that it is just and equitable
that a court should intervene,
for plainly this is not what the
parties contemplated by the arrangement into which they entered.
On the contrary they assumed
that each would conduct itself
reasonably and with basic courtesy towards the other
.”
The
court in this case, faced with a similar situation, ought to
intervene and order the first respondent to be wound up on the
basis
that it is just and equitable to do so.
[30]
Mr
Pillemer
submitted that the third respondent had not come to court with clean
hands and accordingly was precluded from bringing the application
for
the first respondent’s winding up. However, lack of clean
hands, if indeed there is such a lack, is not an absolute
bar.
Thunder Cats v Nkonjane Economic
Prospecting
(supra) at page 13 F-G.
[31]
In this case, it is difficult to apportion with any degree of
precision the blame for the breakdown in the relationship.
From
a very early stage in the relationship, the first applicant has
contended that she was defrauded because, she said, she was
not aware
that the second and third respondents were not contributing any money
towards the venture and had she known this, she
would not have
“consented”. The third respondent has alleged in
her affidavit that in the criminal prosecution,
the evidence was that
the first applicant had complained to an attorney acting for her at
the time that she would be the only one
providing finance for the
project and that she had complained in this regard before she
actually advanced any money. Thus
the allegation by the first
applicant of non-disclosure by the second and third respondent is
disputed. The second applicant
in turn has denied the
allegation that she had made such a complaint to her attorney.
[32]
It is accordingly difficult to conclude that the cause of the
breakdown in the relationship is attributable to the second and
third
respondents’ conduct. What is clear is that over the
lengthy period of time in which the parties have been at
loggerheads, no one has been prepared to reach out to the other to
seek to restore the relationship in order to pursue the object
for
which the first respondent is in business. Given the first
applicant’s intentions as expressed in her replying
affidavit,
the first applicant clearly has no desire to seek to mend their
relationship and every desire to terminate their relationship
through
further litigation. In those circumstances the first applicant
is at least as blameworthy as the third respondent
with regard to the
continued breakdown in the relationship. Thus I do not believe
that the second and third respondents can
validly be accused of
conduct disqualifying them from moving for the winding up of the
first respondent on just and equitable grounds.
[33]
It is regrettable that it may be that during the course of the
liquidation process, the property has to be sold, as it may
not be in
the parties’ economic interests that this occurs. However
the parties must have been aware that this was
a possible consequence
of their inability to get on and is not a factor which should prevent
the first respondent being wound up.
I
accordingly make an order dismissing the application with costs and I
grant the alternative relief set out in the counter application.
I
thus make an order in the following terms:
1.
The application is dismissed with costs.
2.
A
rule nisi
shall issue calling upon the first respondent and all other
interested parties to show cause to this court on the 14
th
May 2015 at 9h30 or as soon thereafter as counsel may be heard, why
an order should not be made that the first respondent be finally
wound up.
3.
A copy of this order shall be:
(a)
published in the Government Gazette and in
The Mercury on or before the 24th day of April 2015
(b)
served in compliance with section 346A of
the Companies Act 1973.
4.
This order shall operate as an order
provisionally winding up the first respondent pending the return date
of the rule nisi.
__________________
Date
of Hearing: 4 March 2015
Date
of judgment : 25 March 2015
Counsel
for Applicants’: Adv. M Pillemer SC
Adv.
N Moosa
Instructed
by : Govender, Mchunu & Associates
031-3098338
(LG/DN/18H087001)
Counsel
for 3
rd
Respondent : Adv. M.B Pitman
Instructed
by : Ashnee Reddy & Associates
031-5693592
(AR/LP/T008)