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IN THE HIGH COURT OF SOUTH AFRICA
GAUTENG DIVISION, PRETORIA

CASE NO: 2023-054694



1. REPORTABLE: NO
2. OF INTEREST TO OTHER JUDGES: NO
3. REVISED: NO

DATE: 24 July 2025
SIGNATURE OF JUDGE:



In the matter between:

IMPERIAL LOGISTICS ADVANCE(PTY) LTD Applicant


and

THE MASTER OF THE HIGH COURT, PRETORIA First Respondent

REMNANT WEALTH HOLDINGS (PTY)LTD
(in Liquidation) Second Respondent

SELAHLE N.O.; KOKETSO LEUWANCE Third Respondent

MULLER N.O.; JOHANNES ZACHARIAS HUMAN Fourth Respondent

MATHEBULA N.O., TIRHANI SITOS DE SITOS Fifth Respondent

KHAMMISSA N.O., SUMAIYA ABDOOL GAFFAR Sixth Respondent

FIRSTRAND BANK LIMITED Seventh Respondent

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VENTER, RONALD THOMAS t/a RTG CONSULT Eighth Respondent

ABSA BANK LIMITED Ninth Respondent

EBERHARD BERTLESMANN N.O. (RET. JUSTICE) Tenth Respondent



ORDER


1. Pending the final determination of Part B of this application:
i. The First Respondent’s decision on 4 May 2023 to appoint the Fourth,
Fifth, and/or Sixth Respondents together with the Third Respondent as
liquidators of the Second Respondent is interdicted.
ii. The First Respondent’s directive of 26 May 2023, postponing “ until
further notice” the sections 417 and 418 enquiries ordered by this Court
under case number 38634/022 into the affairs of the Second
Respondent is interdicted.
iii. The First Respondent’s directive of 31 May 2023, that the said inquiry
is not to proceed until further notice is given, is suspended.
iv. The First and Sixth Respondents are to pay the costs of this Application,
which costs shall include the employment of two counsel on scale C.



JUDGMENT


FLATELA J

Introduction

[1] This is an opposed application for an interim interdict. The Applicant applies in
Part A of the notice of motion for an order in the following terms:

2. Interdicting and restraining the implementation, operation, actioning, pursuit and or
validity of the following acts and/or decisions of the Respondent

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1. The First Respondent’s decision on 4 May 2023 to appoint the 4th, 5th, and
or 6th respondents together with the 3 rd Respondent as liquidators of the
second respondent, which decision is communicated in annexure X hereto.
2. The First respondent’s directive /instruction
(i) of 26 May 2023, postponing “until further notice” the sections 417
and 418 enquiries ordered by this court under case number
38634/022 into the affairs of the second respondent -which
directive is contained and communicated in paragraph 5 of
Annexure Y hereto; and
(ii) of 31 May 2023, that the said inquiry is not to proceed until further
notice, which directive /instruction is contained and communicated
in annexure Z hereto.

[2] The relief sought in Part A is an interim relief pending the determination of Part
B of the relief, which effectively is an application for the review of the above-mentioned
decisions or directives by the First Respondent.

[3] For convenience, the Applicant will be referred to as Applicant or Imperial, the
First Respondent as the Master, the Second Respondent as Remnant and the Sixth
Respondent as Ms Khammissa.

Parties

[4] The Applicant is Imperial Logistics (Pty) Ltd, a major unsatisfied creditor of
Remnant Wealth (Pty) Ltd (in Liquidation), the Second Respondent, as defined under
section 346(1)(b)1 of the Companies Act 61 of 1973 (the Companies Act), with a claim
amounting to R80,802,540.29.

[5] The First Respondent is the Master of the High Court, Pretoria. The Second
Respondent is Remnant Wealth (Pty) Ltd in Liquidation. The Third Respondent is
Koketso Leuwance Selahle N.O. (Mr Selahle). The Third Respondent is one of the
provisional liquidators appointed on 22 September 2022 at the commencement of the
winding-up process of the Second Respondent’s estate . The Fourth, Fifth, and Sixth
Respondents are Johannes Zacharias Human Muller N.O (Mr Muller), Tirhani Sitos

1 346. Application for winding-up of company

1 346. Application for winding-up of company
(1) An application to the Court for the winding-up of a company may, subject to the provisions of this
section, be made –
(a)…….
(b) by one or more of its creditors (including contingent or prospective creditors) .

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De Sitos Mathebula N.O (Mr Mathebula), and Sumaiya Abdool Gafaar Khammissa
N.O (Ms Khammissa) (the “co-liquidators’). The Fourth, Fifth, and Sixth Respondents
are all insolvency practitioners duly appointed by the Master on 4 May 2023 as
additional co -liquidators with the Third Respondent, Leuwance Selahle N.O. (Mr
Selahle).

[6] Only the Master and the Sixth Respondent oppose the application. The Sixth
Respondent solely contests the relief concerning the suspension of her appointment
as a co-liquidator of the Remnant Assets.

[7] The Applicant asserts that their right to fair administrative action has been
violated by the Master's appointment of the Sixth Respondent as an additional
liquidator without providing the Applicant with an opportunity to be heard, as they had
requested pr ior to the Sixth Respondent's appointment as a co-liquidator. The
Applicant also argues that this action by the Master conflicts with the earlier resolution
to hold a creditors' meeting specifically for the purpose of appointing a liquidator.

[8] The Applicant asserts that the concursus creditorium of Remnant is materially
compromised by the Master's unilateral and seemingly arbitrary decision to appoint
additional liquidators. This concern is heightened by the fact that the Sixth Respondent
and Mr. Muller present a substantial conflict of interest. As the largest creditor of the
First Respondent, the Applicant expresses legitimate concerns regarding the Sixth
Respondent's ability to act in its best interests.

[9] The Applicant contends that the Master's decision to appoint the Fourth, Fifth
and Sixth Respondents as co -liquidators under section 374 of the Companies Act is
ultra vires. This argument stems from the fact that the Master initially instructed Mr
Selahle N.O. (the Third Respondent) to convene a meeting of creditors for the
appointment of a liquidator under section 377(1) of the Companies Act. The Third

appointment of a liquidator under section 377(1) of the Companies Act. The Third
Respondent then published the notice in the Government Gazette. However, before
the creditors' meeting took place, the Master, witho ut notice, appointed the Fourth,
Fifth, and Sixth Respondents as additional liquidators under section 474 of the
Companies Act

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Historical Background

[10] This case represents the latest development in an ongoing legal dispute
between the Applicant and Imperial Logistics . The parties have a l ong history of
litigation, which has been extensively discussed in various judgments of this Court and
the Supreme Court of Appeal. Although I will refrain from reiterating the details, a brief
historical overview is warranted.

[11] The facts are largely a common cause. Prior to its liquidation, Remnant was a
logistics company controlled by its sole director, Mr Neluheni. One of the Applicant’s
trading divisions, KWS Logistics (KWS), supplied transport and logistics services to
Remnant’s client, South 32 SA LTD (South 32), as a subcontractor. Remnant owes the
Applicant an amount of R80 802 540.29 plus interest . Remnant received more than
R304 405,111.03 from South 32 for services provided by KWS and has not accounted
for it.

[12] In an effort to recover its debt, the Applicant initially sought an anti -dissipation
order, which included the Appellant requesting the freezing of Remnant’s bank
accounts, access to its bank statements and financial interests, and an interdict to
restrain Remnant and its director, Mr. Mulinda Neluheni (Neluheni), from disposing of,
encumbering, or dealing with thei r property and vehicles pending the outcome of the
proceedings to be instituted. The anti-dissipation application was to be followed by an
urgent application for winding up, but the winding-up application was dismissed by this
Court. However, on appeal, the Supreme Court of Appeal granted provincial winding-
up of the First Respondent, which this Court confirmed on 14 October 2022.

[13] On 22 September 2022, the Master appointed Mr. Muller, Mr Selahle, and the
late Mr Cloete Murray as provisional liquidators. On 4 November 2022, the provisional
liquidators brought an urgent application to the Court seeking leave permission to
extend their duties and for leave to hold an enquiry in terms of sections 417 and 418

extend their duties and for leave to hold an enquiry in terms of sections 417 and 418
of the Companies Act to investigate the affairs of the company. Millar J granted the
provisional liquidators an order extending their duties , and Judge Bertelsmann was
appointed as the commissioner of the enquiry.

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[14] The Section 417/418 inquiry commenced on 26 November 2022 and continued
with sessions on 16-17 January 2023, 1-2 March 2023, and 8-9 May 2023. After these
sessions, the inquiry was scheduled to resume in June 2023, specifically on the 22nd
and 23rd. However, the Master issued directives to postpone the inquiry indefinitely. It
is these directives of the Master that necessitated the launching of the present
application.

First meeting of creditors

[15] The first meeting of creditors took place on 7 March 2023. The Applicant,
together with FirstRand, Venter, and Absa, proved claims totalling R93.6 million, as
outlined in annexure FA 19. The Applicant is a major creditor with a significant claim
amount of R80,802,540.29 plus interest, constituting 88.5% of the total claims. Mr
Caleb Mhlabane , the Assistant Master , presided over the meeting. Mr Mhlabane
accepted the claims at the first creditors' meeting.

[16] The Master also dismissed the claims submitted on behalf of five Imperial
employees concerning unpaid salaries. Furthermore, the claims from the Zambian
entity, Mpanvu Petroleum, regarding the amount of R187,000.7 allegedly stemming
from a loan agreement between Mpanvu Petroleum and Imperial have likewise been
rejected by the presiding officer. The preliminary mention of these claims is relevant.
They will be examined in greater detail later in the judgment, emphasising their
importance within the broader context and the conclusions reached in this case.

[17] The verified creditors unanimously nominated Mr. Murray for the position of
final liquidator of Remnant.

[18] On 8 March 2022, the day after the initial creditors' meeting on 7 March 2022,
the Master received a formal complaint from Khammissa Trust regarding alleged
irregularities reported by Ms. Khammissa, the Sixth Respondent. The correspondence
details specific discrepancies that allegedly occurred during the initial creditors'

details specific discrepancies that allegedly occurred during the initial creditors'
meeting. I find it prudent to repeat the contents of the letter. It states as follows:

“Our Ref: SAG KHAMMISSA
Your Ref: T1336/20

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Dear Sirs

INSOLVENT ESTATE: REMNANT
MASTER REFERENCE: T1336/20

We refer to the above matter.

Kindly note that we shall provide the full transcript of the first meeting held.
Please note the irregularities that has taken place:

-Tania Nordier allowed the power of attorney to be added to a claim that was not
lodged timeously.
-All employees' claims were rejected after Mr Cloete placed the incorrect bank
statement before the master. Even if employees were paid after liquidation, it is a
disposition, and the employees have a claim.

Trust the master to investigate irregularities.

Yours faithfully.
Khammissa Trust”


[19] Following the meeting, the Master was set to appoint Mr. Murray and Mr.
Selahle as the final liquidators, while Mr. Muller was released from his duties.
Tragically, on 18 March 2022, Mr. Murray and his son fell victim to a fatal shooting
carried out by unidentified assailants. This incident created a vacancy in the liquidator
position for Remnant due to Mr. Murray's premature death, leaving Mr. Selahle as the
sole remaining liquidator.

[20] On 22 March 2023, the Applicant's attorneys sent an urgent letter to the Master,
requesting an expedited decision regarding the vacancy created by Mr. Murray's
death. The letter is detailed, comprising 16 paragraphs and spanning over 10 pages.
The Applicant also expressed concerns about Mr. Selahle's ability to manage the
winding-up process of Remnant alone. The Applicant formally asked the Master to
either organise a meeting or instruct the remaining liquidator, Mr. Selahle, to hold a

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meeting in accordance with section 377(1)(c) of the Companies Act for the purpose of
nominating the liquidator. In the same correspondence, the Applicant informed the
Master of the information received, indicating the Master’s intention to appoint the
Sixth Respondent as co-liquidator.

[21] The Applicant outlined several objections to this proposed appointment of the
Sixth Respondent as a co -liquidator, citing potential conflicts of interest, as detailed
below:

1. The Sixth Respondent had previously been nominated as a business
rescue practitioner for Remnant in a lat ter application, which was
ultimately withdrawn.
2. The Master had already appointed the Sixth Respondent alongside Mr.
Muller as liquidators for the Moto -Mac estate, which is a debtor within
the Remnant estate with liabilities exceeding R100 million. The Applicant
argued that the dual appointment creates s ignificant conflict issues,
particularly since Mr. Muller had indicated that this situation presents a
potential conflict of interest.
3. The Applicant stated that concerns were raised during the initial
creditors' meeting regarding the validity of certain claims. Some claims
related to false allegations of unpaid salaries for five Imperial employees,
who had been paid, and a dubious claim from the fictitious Mpanvu
Petroleum for R187,000.72 were also questioned and rejected.
4. The Applicant stated that deliberate attempts were made to prevent Mr.
Murray's nomination and election as the final liquidator. This obstruction
was allegedly orchestrated by Mr. Mendelson, who represented Imperial
and other creditors with a history of pursuing fraudulent claims, reflecting
a clear bias favouring the Sixth Respondent. The Applicant stated that
the presiding Master, Mr. Hlabane, was duly informed of these objections
against the Sixth Respondent's appointment.

[22] Taking these concerns into account, the Applicant formally requested a hearing

[22] Taking these concerns into account, the Applicant formally requested a hearing
with the Master before proceeding with the appointment of the Sixth Respondent,
should the Master, among other considerations, decide to appoint the Sixth

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Respondent. The Applicant’s request for a hearing prior to the appointment of the Sixth
Respondent is detailed in paragraphs 12 and 13 of the letters. In the relevant sections,
the letter states:

12. Please note that our client, even at this early juncture, vigorously opposes
the nomination and appointment of Sumaiya Abdul Gafaar Khammissa as a
substitute/replacement liquidator of Remnant. As indicated above, Miss
Khammissa is materially conflicted, given inter alia her proposed appointment
as a business rescue practitioner of Remnant within the context of the
contrived, but subsequently aborted, business rescue application.
13. Should you nevertheless believe, or deem it appropriate:
13.1 to act and/or to act in terms of the proviso to section 377 (1)
and all in terms of section 377(3) of the Companies Act, 1973.
13.2 To direct the remaining liquidator (Mr. Selahle) to complete
the winding up, and/or
13.3 for any reason, seek to pursue the appointment of Miss
Khammissa as the substitute replacement liquidator.

We are instructed to insist - on behalf of our client and as we hereby do - that,
prior to you (the master) doing so and within the context of that set out in
paragraph 9/10/11 and 12 above, you give us written notice of such intention
and, moreover, allow our client and as a reasonable opportunity to address you,
in writing with such further and or additional correspondence and reasons why
you should not do so.”

[23] The Applicant asked the Master to reply to its correspondence by 27 March
2023. The Applicant's legal representatives stated that their client might take further
action depending on the reply received.

[24] On 5 May 2023, Assistant Master TL Nortier formally instructed Mr. Selahle in
writing to convene a meeting of creditors pursuant to section 377(1). The contents of
the letter, which I find relevant to reiterate here, are as follows:

“Kindly take note that the first meeting of creditors was held on 7 March 2023,

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Creditors number 1,3,4,5 voted for C Murray as the final liquidator to be appointed.

On the 8th of March 2023 , I complied with PAJA by informing JZH Muller that it was
my intention to remove him as liquidator , as he was voted out of the first meeting of
creditors.

Unfortunately, Mr. C. Murray passed away during this period, and the final certificate
appointing Mr. Murray and Mr. KLC Selahle as final liquidators could not be issued.

I am instructing you, Mr KL Selahle, to convene a creditors' meeting in terms of section
377(1)(c) of the Companies Act 61 of 1973, for the purpose of nominating a liquidator
as prescribed in this section (My emphasis)

Hope you find the above to be in order.”

[25] Acting on the Master’s instructions, Mr. S elahle advertised the meeting in
accordance with section 377(1)(c). The notice of the meeting was duly published in
the Government Gazette No. 48655 dated 26 May 2023 . It read as follows:
T1336/2020– (In Liquidation) REMNANT WEALTH HOLDINGS (PTY) LTD,
2021/098436/07, (3) 2023 -06-12, 10:00 Master’s Office, Pretoria (4) Special
Meeting: Nomination of Liquidator in terms of section 377(1)(c) of the
Companies Act 61 of 1973.

[26] This special meeting to nominate a replacement liquidator was scheduled for
21 June 2023 at 10:00 at the offices of the Master in Pretoria.

[27] In an unexpected turn, prior to the scheduled meeting, the Master appointed
the Fourth, Fifth, and Sixth Respondents as joint liquidators under section 374 of the
Companies Act and issued a certificate to that effect . This certificate bears an official
stamp dated 2023-04-05.

[28] The Applicant states that they became aware of this appointment through Mr.
Muller's attorneys on 18 May 2023. They understood that the Assistant Master had
appointed these individuals as additional co-liquidators in accordance with Section 374
of the Companies Act, as detailed in the master’s certificate.

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[29] On 19 May 2023, the Applicant sent an urgent letter to the Master, raising
concerns about the appointment of the Sixth Respondent as liquidator and formally
objecting to this decision. The Applicant sought clarification regarding the issuer of the
certificate, which did not include the official name of the Master who issued it, and
inquired about the reasons for the respective appointments. The letter urged the
Master to rescind the nominations and the associated certificate, while also requesting
that Mr. Selahle proceed with convening the meeting as previously mandated under
section 377(1)(c).

[30] Ms. Nortier, the Assistant Master, acknowledged the authorship of the certificate
but directed the Applicant to Mrs. Seopa for further assistance. The Master did not
respond to the letter, and the Applicant reports that efforts to contact Mrs. Seopa have
been unsuccessful.

Genesis of the litigation

[31] The Applicant initially sought urgent interim relief from the court on 20 June
2023, but the matter was postponed and only heard by Holland -Mutter J on 19 July
2023. The Court determined that the matter did not meet the threshold of urgency and
removed it from the roll. Consequently, the Applicant re -enrolled the matter in the
normal court roll.

[32] The Applicant contends that the Master’s proper assessment of their
representations would have suggested against appointing the Sixth Respondent,
thereby casting doubt on the Master’s judgment. The Applicant emphasises in
paragraph 160 that the Sixth Respo ndent did not submit an affidavit affirming her
independence and did not provide the security expected of a liquidator.

[33] The Applicant asserts that the appointment of the Sixth Respondent, which was
vigorously advocated for by those who submitted fraudulent claims during the first
meeting of the creditors, was ultimately realised through the Master’s appointment.

The decision to postpone the enquiry.

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[34] The Applicant contests the Master’s decision to indefinitely postpone section
417/418 inquiry, claiming it is irrational, unlawful, and prejudicial to creditor rights.

[35] The Applicant states that since the commencement of the Winding -Up of
Remnant, they have borne costs exceeding R2.4 million. The Applicant believes that
numerous assets related to Remnant need to be accounted for, justifying a formal
inquiry. However, the key witnesses, particularly Mr. Neluheni, have not cooperated
and appear to be obstructing the process.

[36] The Applicant contends that to avoid prescription, various legal actions must be
initiated against the Remnant post -inquiry. The Applicant asserts that the Master’s
directives hinder these efforts and may compromise the effectiveness of the entire
417/418 inquiry.

[37] The Applicant's assertion is supported by the report of the Tenth Respondent,
Justice Bertelsmann, filed in response to the Master's indefinite postponement of the
inquiry; the learned judge reported that:

“The inquiry has to date been concluded over eight days spread over six
months. It has been an exceptionally difficult inquiry for the creditors and the
provisional liquidators because the director of the insolvent company and his
family members and associates have consistently attempted to derail or delay
the proceedings by adopting a most uncooperative approach.

New line witnesses have disobeyed subpoenas on spurious grounds and have
clearly sought to disguise or hide assets that should be devoted to the payment
of creditors by refusing to disclose the relevant information or giving misleading
evidence.
The murder of senior liquidator, Mr Cloete Murray, has had the most negative
effect on the proceedings, as some individuals appear to believe that the inquiry
is doomed to fail and no heed is to be paid to the proceedings in future.

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In the light of the above, I am of the considered view that any delay in the
conduct of the inquiry would be most invidious and may seriously hamper the
liquidator's task of finding assets that should be recovered for the benefit of the
creditors. The evid ence received so far clearly suggests that liquidators may
need to litigate to challenge transactions that have deprived the estate of
millions.
I would therefore strongly urge that the inquiry be continued as arranged at this
stage. Any further delay will most certainly redound to the prejudice of
creditors”.


[38] The Applicant further states that there is a risk posed by Mr Neluheni and
undisclosed nefarious Remnant stakeholders who supported the appointment of the
Sixth Respondent as Remnant’s business rescue practitioner and subsequently as
liquidator. This risk suggests that there might be someone “in the room” — so to speak
— when such decisions are being debated and decided upon.

[39] The Applicant asserts that while it does not contest the wide discretion granted
to the Master under section 374 of the Companies Act, it genuinely believes that the
Master failed to exercise this discretion properly and appropriately in this case. The
Applicant maintains that the appointments of the co-liquidators in question are
fundamentally incompatible with and contradictory to the earlier directive issued by the
Master, which mandated that Mr. Selahle convene a meeting under section 377 to
nominate a replacement to succeed the liquidator, Mr. Murray.

[40] The Applicant further argues that the Master did not adequately address the
objections raised regarding the potential conflict of interest in the Sixth Respondent’s
appointment as a liquidator. Additionally, the Master failed to give the Applicant an
opportunity to present its case about appointing a replacement liquidator, despite the
Applicant's specific request for a hearing. Furthermore, the Master did not consult with

Applicant's specific request for a hearing. Furthermore, the Master did not consult with
certain proposed liquidators on issues of conflict and security requirements before
their appointments. The Applicant contends that the Master's actions were unilateral
and arbitrary, demonstrating failure to act in accordance with legal standards and
principles of rationality and fairness.

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[41] The Applicant contends further that it has a constitutional right to fair and lawful
administrative action. It asserts that the actions of the Master are fundamentally flawed
and fail to be reviewed on grounds of illegality, irrationality, procedural unfairness, and
unreasonableness. Additionally, the Applicant maintains that it possesses, at the very
least, a prima facie right to pursue the relief specified in Part B.

Master’s submissions

[42] In his answering affidavit, the Master, relying on Section 377(1)(c) of the
Companies Act, contends that it has unfettered discretion to fill the vacant post and
that the Applicant has no business in appointing the liquidators.


[43] The Master states that he believed the remaining liquidator, Mr Selahle, could
handle the liquidation; however, he considered the Applicant’s representations
regarding the appointment of an additional liquidator. Accordingly, the Master
exercised his discretion under section 374, which authorises him to appoint liquidators
with unfettered discretion at any time, resulting in the appointment of the Sixth
Respondent.

[44] It was argued on behalf of the Master and the Sixth Respondent that the Master
cannot be criticised for responding to the Applicant’s pressing request for the
appointment of a replacement liquidator.

[45] Regarding the postponement of the inquiry, the Master states that on 26 May
2023, he requested key documentation from the Third Respondent to assist the

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liquidators in finalising their report under sections 4002 to 4023 of the Companies Act.
The Third Respondent was given 14 days to comply but had not done so by the time
of the hearing . The First Respondent expressed confusion over the Applicant's
insistence on continuing the inquiry without the necessary documentation, arguing that
postponement would benefit all creditors, especially the Applicant, once the requested
documents are provided.


2 400. Liquidator’s duty to expose offences and to report thereon
(1) A liquidator shall examine the affairs and transactions of the company before its winding-up in
order to ascertain -
(a) whether any of the directors and officers or past directors and officers of the company have
contravened or appear to have contravened any provision of this Act or have committed or appear to
have committed any other offence; and
(b) in respect of any of the persons referred to in paragraph (a), whether there are or appear to be any
grounds for an order by the Court under section 219 disqualifying a director from office as such.
(2) A liquidator shall, before lodging his final account with the Master, submit to him a report
containing full particulars of any such contraventions or offences, suspected contraventions or
offences and any such ground
which he has ascertained.
(3)
(a) Any report submitted to the Master under subsection (2) shall be confidential and shall not be
available for inspection by any person.
(b) If any such report contains particulars of contraventions or offences committed or suspected to
have been committed or of any of the said grounds, the Master shall forthwith transmit a copy thereof
to the Director of Public Prosecutions concerned.
(4) A liquidator shall conduct such further investigation and shall render such assistance in connection
with any prosecution or contemplated prosecution as the Master or the Director of Public
Prosecutions may require.

Prosecutions may require.
401. Director of Public Prosecutions may make application to Court for disqualification of
director
When a Director of Public Prosecutions, upon receipt of the report referred to in s ection 400(3)(b) and
after such further enquiry as he may deem fit, is satisfied that there are grounds for an applicati on to
the Court for an order in terms of section 219, he may make such application to the Court.
3 402. Liquidator’s duty to present report to creditors and contributories
Except in the case of a members’ voluntary winding-up, a liquidator shall, as soon as practicable and,
except with the consent of the Master, not later than three months after the date of his appointment,
submit to a general meeting of creditors and contributories of the company concerned a report as to
the following matters:
(a) the amount of capital issued by the company and the estimated amount of its assets and liabilities.
(b) if the company has failed, the causes of the failure.
(c) whether or not he has submitted or intends to submit to the Master a report under section 400(2).
(d) whether or not any director or officer or former director or officer appears to be personally liable for
damages or compensation to the company or for any debts or liabilities of the company as provided in
this Act.
(e) any legal proceedings by or against the company which may have been pending at the date of the
commencement of winding-up or which may have been or may be instituted.
(f) whether or not further enquiry is in his opinion desirable in regard to any matter relating to the
promotion, formation or failure of the company or the conduct of its business.
(g) whether or not the company has kept the accounting records required by section 284, and, if not,
in what respects the requirements of that section have not been complied with.
(h) the progress and prospects of the winding-up; and
(i) any other matter which he may think fit or in regard to which he may desire the dir ections of the

creditors or the contributories.

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[46] Relying on the judgment of Ex Parte Master of the High Court 4, w here
Bertellsmaan J made the following declaratory order:

‘It is declared that the Master of the High Court of South Africa is the only official
authorised to appoint liquidators and provisional liquidators of companies and
close corporations in liquidation or provisional liquidators.
No judge of the High Court of South Africa has authority or jurisdiction to affect
any appointment of any person to any position referred to in paragraph one,
nor to make any recommendation to the Master in respect of any appointment
to any of these positions.

[47] The respondents also relied on the judgments of this Court in Wessels NO v
The Master of the High Court 5, as well as the recent judgment of this division in the
matter of Venter NO and Others v The Master of the High Court and Others6. The First
Respondent urged this court to follow the judgment of Millar J in the Venter matter.

[48] In response to the Master’s failure to consider the Applicant’s representations
and to give the Applicant an opportunity to be heard, the Master asserts the following
position:

(i) The demands of the Applicant as pleaded show a disturbing
appetite to run and control the affairs of the master by the
Applicant and to dictate who the master is to appoint a
liquidator.
(ii) Section 374 of the Companies Act confers the powers to the
Master to exercise its discretion rationally and in accordance
with the law, nothing less and nothing more.
(iii) The conduct of the Applicant in this matter is akin to a litigant
choosing a judge with respect. It has no business appointing
liquidators.

4 2011 (5) SA 311.
5 Wessels NO v The Master of the High Court Pretoria and Others (83560/17) [2018] ZAGPPHC 892 .
6 Venter N.O and Others v Master of The High Court, Pretoria and Others (27131-2022) [2022]
ZAGPPHC 578 (Venter).

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[49] On whether the Applicant has fulfilled the requirements of the interim interdict,
the Master submitted that:

(i) Prima facie right – The Master states that the applicant failed
to identify the right that has been violated as a result of
exercising his discretion i n terms of section 374 of the
Companies Act in appointing the court liquidators
(ii) Internal remedies – The Master contends that the applicant
has an alternative remedy in terms of section 371 of the
Companies Act.7 Citing the provision s of section 371, the
Master submits that in terms thereof, an aggrieved individual
must write to the Master requesting the reasons for the
refusal of the appointment to the Minister . The Master
asserts it is evident from the Applicant's founding affidavit
that the procedure was not followed. This is an internal
remedy, submits the Master, that is less costly and highly
effective in addressing any grievances the applicant may
have regarding the appointment of the joint liquidators.
(iii) The Master further states that the applicant has an internal
remedy under section 3798 of the Companies Act, which will

7 371. Remedy of aggrieved persons—
(1) Any person aggrieved by the appointment of a liquidator or the refusal of the Master to accept the
nomination of a liquidator or to appoint a person nominated as a liquidator, may within a period of
seven days from the date of such appointment or refusal r equest the Master in writing to submit
his reasons for such appointment or refusal to the Minister.
(2) The Master shall within seven days of the receipt by him of the request referred to in subsection
(1) submit to the Minister, in writing, his reasons for such appointment or refusal together with any
relevant documents, information or objections received by him.
(3) The Minister may, after consideration of the reasons referred to in subsection (2) and any
representations made in writing by the person who made the request referred to in subsection (1)

and of all relevant documents, information or objections submitted t o him or the Master by any
interested person, confirm, uphold or set aside the appointment or the refusal by the Master and,
in the event of the refusal by the Master being set aside, direct the Master to accept the nomination
of the liquidator concerned and to appoint him as liquidator of the company concerned.
8 379. Removal of liquidator by Master and by the Court
(1) The Master may remove a liquidator from his office on the ground -
(a) that he was not qualified for nomination or appointment as liquidator or that his nomination or
appointment was for any other reason illegal or that he has become disqualified from being nominated
or appointed as a liquidator or has been authorized, sp ecially or under a general power of attorney, to
vote for or on behalf of a creditor, member or contributory at a meeting of creditors, members or
contributories of the company of which he is the liquidator and has acted or purported to act under such
special authority or general power of attorney; or

18

afford it substantial redress, through the office of the Master,
if it becomes apparent that the Sixth Respondent is failing to
perform her duties as per the Companies Act and her
appointment.

[50] Regarding the objections raised by the Applicant concerning the appointment
of the Sixth Respondent as a co -liquidator due to a conflict of interest, the Master
asserts that the Sixth Respondent has no personal stake in Remnant or Moto Mac and
he is satisfied that there is no conflict of interest.

Sixth Respondent’s pleaded case.

[51] The Sixth Respondent asserts that the legal bas is on which the Applicant’s
application is based is incorrect and unsubstantiated for the following reasons:

1. The Applicant has no right to be heard prior to the appointment of a
liquidator in terms of section 374. There is no precedent suggesting that
any creditor or any affected party has a right to make a presentation to
the Master before the latter exercises their discretion in terms of section
374 of the Companies Act


2. The Sixth Respondent claims that the Master has unfettered discretion
to appoint liquidators for Remnant and Moto -Mac. She states that she
was unaware of her nomination as a business rescue practitioner for

(b) that he has failed to perform satisfactorily any duty imposed upon him by this Act or to comply with
a lawful demand of the Master or a commissioner appointed by the Court under this Act; or
(c) that his estate has become insolvent or that he has become mentally or phy sically incapable of
performing satisfactorily his duties as liquidator; or
(d) that the majority (reckoned in number and in value) of creditors entitled to vote at a meeting of
creditors or, in the case of a members’ voluntary winding-up, a majority of the members of the company,
or, in the case of a winding -up of a company limited by guarantee, the majority of the contr ibutories,
has requested him in writing to do so; or

has requested him in writing to do so; or
(e) that in his opinion the liquidator is no longer suitable to be the liquidator of the company concerned.
(2) The Court may, on application by the Master or any interested person, remove a liquidator from
office if the Master fails to do so in any of the circumstances mentioned in subsection (1) or for any
other good cause.

19

Remnant and did not consent to it. She also denies being nominated by
creditors who failed to prove their claims.

3. Relying on Knoop and Another NNO v Gupta (Tayob Intervening)9The
Sixth Respondent argues that there is no conflict of interest. The mere
existence of a debtor-creditor relationship between the entities does not
necessarily indicate a conflict. She also states that she has committed
to resigning as a liquidator if a conflict of interest arises.

4. The Sixth Respondent submits that the A pplicant has not proven any
irreparable harm , nor has it demonstrated that th e balance of
convenience will favour it.

5. The Applicant failed to pursue alternative remedies as provided for in the
Companies Act.

Analysis

[52] In De Wet and Another v Khammissa and Others 10 The Master appointed the
respondents as co-liquidators, having previously refused to do so. The liquidators, of
which the Sixth Respondent, along with his co-liquidators, launch a review application
aimed at overturning the Master's decision. The liquidators contended that the Master
was functus officio , asserting that the decisions had been made and duly
communicated to the affected parties involved. The court a quo formulated the
determinable as follows:
“….The first is, who can legitimately challenge an appointment of a liquidator? In this
case, can the applicants challenge the appointment of another liquidator? The second
is, what is the correct gateway to relief when there is a challenge to the appointment
of a liquidator? There is limited and conflicting authority on these issues.’ (Emphasis
added.)


9 2021 (3) SA 88 (SCA).
10 De Wet and Another v Khammissa and Others (358/2020) [2021] ZASCA 70 (4 June 2021)

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[53] After analysing the provisions of the Companies Act and the Insolvency Act, the
court a quo held that the Master was functus officio and set aside the appointment .
The Respondents appealed the decision. The Supreme Court appeal analysed the
provisions of the Company and Insolvency Act and held that the Applicant's challenge
should be considered within the framework of administrative law.

[54] Makgoka JA, writing for the majority, said:

“The respondents’ challenge, properly construed, was not about the merit of the appointment
of the appellants as joint liquidators, as the court a quo consistently mentioned in its judgment.
It is so that the decision under review has its genesis in th at appointment. However, the thrust
of the respondents’ challenge was that the Master had become functus officio once she had
made the first decision, and thus had no power to revoke it and replace it with a second
decision”.


[55] In the following paragraph, the learned judge held that:

“Viewed in that light, the application quintessentially concerned administrative law,
as opposed to insolvency or company law”.

[56] Similarly, in this case, the Applicant's primary challenge is that the Master’s
decision to appoint the Sixth Respondent was made after the Master had already
issued a directive to the Third Respondent to call the meeting of creditors for the
purpose of nominating a replacement for Mr Murray. Th e notice of the meeting was
published in the government gazette. The Applicant argues that the Master's decision
was ultra vires. Secondly, the Applicant asserts that Master’s decision to nominate the
Sixth Respondent was made without giving the Applicant the opportunity to be heard,
despite the Applicant’s prior request to be heard before a decision was reached. As a
result, in Part B of the Application, the Applicant seeks to review the decision of the
Master. The issue clearly falls within the scope of administrative Law.

Master. The issue clearly falls within the scope of administrative Law.

[57] In this respect, the Master adopts the following stance:

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(i) The First Respondent has no legal obligation to explain to the
Applicant in respect of the appointment of liquidators. Creditors
have no legal standing to dictate and choose liquidators ; the
Companies Act and the legal position are clear in that respect. The
tone of the applicant demonstrates a feeling of entitlement by the
applicant to run the affairs of the master
(ii) It is the First Respondent's submission that the Master cannot and
is not legally bound to explain and give reasons to any creditor ,
including the Applicant, for the appointment of liquidators , which
decision was made lawfully and rationally”.

[58] In its supplementary heads of argument, the Master states that “the Applicant
is bitter that the Master acted in terms of section 374 automatically taking away powers
to nominate and appoint the liquidators from the Applicant, who is hell -bent on taking
over the powers of the Master with this hyperbolically manufactured interdict”.

[59] The Master has misunderstood the Applicant’s case, and their attitude is
shockingly inappropriate, to say the least.


[60] I now consider whether the Applicant has met the requirements for an interim
interdict and whether the court can grant the relief sought.

Requirements of an interim interdict

[61] The requirements for an interim interdict are trite. More than 110 years ago ,
Innes JA laid do wn the requisite s of interim interdict in Setlogelo v Setlogel o11 As
follows: (a) the applicant must establish a prima facie right, (b) a well-grounded apprehension
of irreparable harm if the interim relief is not granted, (c) that the balance of convenience must
favour the granting of an interim interdict; and (d) the applicant must the lack of another
satisfactory or adequate remedy.

[62] The above legal requisites have been approved in numerous judgments of our
courts since the constitutional dispensation. Recently, Madlanga ADCJ, writing for the

11 1914 AD 221.

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majority in Eskom Holdings SOC Ltd v Vaal River Development Association (Pty) Ltd
and others12, held

‘A litigant seeking an interim interdict must show: a prima facie right even if it is open
to some doubt; a reasonable apprehension of irreparable and imminent harm to the
right if an interdict is not granted; that the balance of convenience favours the grant of
an interim interdict; and that the applicant has no other satisfactory remedy.’13

Prima facie right

[63] The First Respondent says that the Applicant has not asserted any right as a
basis of their entitlement to the relief sought. I disagree. From its letter of demand, the
Applicant clearly set out that the right to be heard, which they assert, is the right to just
and lawful administrative action in terms of Section 33 of the Constitution.

[64] In an application for an interim interdict pending review, the applicant must
establish a right, even though it is open to some doubt that they have a prospect of
success in the review proceedings. In Mfolozi Community Environmental Justice
Organisation14 Koen JA, referring to Webster v Mitchell ,15 as qualified in Gool v
Minister of Justice16 Held that:

“The test is whether the applicant has furnished proof which, if uncontradicted at the
trial (or the final interdict in part B of the notice of motion), would entitle the applicant
to final relief. The proper approach is:


‘to take the facts as set out by the applicant, together with any facts set out by the
respondent which the applicant cannot dispute, and to consider whether, having regard
to the inherent probabilities, the applicant should on those facts obtain final relief at the

12 2023 (4) SA 325 (CC).
13 Ibid para 253.
14 Mfolozi Community Environmental Justice Organisation and Others v Tendele Coal Mining (Pty) Ltd
and Others [2023] 3 All SA 768 (KZP).
15 Webster v Mitchell 1948 (1) SA 1186 (W) at 1189.
16 Gool v Minister of Justice and another 1955 (2) SA 682 (C) at 688.

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trial. The facts set forth by the respondent should then be considered. If serious doubt
is thrown upon the case of the applicant, he could not succeed in obtaining temporary
relief, for his right, prima facie established, may only be open to “some doubt”. But if
there is mere contradiction, or unconvincing explanation, the matter should be left to
trial and the right be protected in the meanwhile, subject, of course, to the respective
prejudice in the grant or refusal of interim relief.’ 17

[65] It is noteworthy that the Master has not challenged the factual assertions put
forth by the Applicant regarding its representations opposing the nomination of the
Sixth Respondent as co-liquidator, citing a conflict of interest. The only response from
the Master is his conclusion that no conflict of interest exists; however, he has not
adequately addressed the concerns raised by the Applicants.

[66] Significantly, in his answering affidavit, the Master discloses that on 8 March
2022, shortly after the creditors' meeting held on 7 March 2022, he received a formal
complaint from Khammissa Trust concerning alleged irregularities reported by the
Sixth Respondent. Notably, it appears that the Master did not notify the creditors of the
complaint from the Sixth Respondent. Instead, the Master has taken the position that
the Sixth Respondent has no interest in the affairs of the Remnant.


[67] Both the Master and the Sixth Respondent dismissed the Applicant’s assertions
regarding the Sixth Respondent’s potential conflict of interest in her role as co -
liquidator in these proceedings. The Sixth Respondent claimed to be unaware of the
events that took place during the inaugural meeting of creditors. This raises a crucial
question about whom the Sixth Respondent was representing when she filed a
complaint with the Master concerning alleged irregularities involving Mr. Murray.

[68] The Master’s position is clear that he is not legally bound to explain and give

[68] The Master’s position is clear that he is not legally bound to explain and give
reasons to any creditor, including the Applicant, for the appointment of liquidators,
which decision was made lawfully and rationally . The position taken by the Master
clearly suggests that there was a failure to adequately consider the Applicant’s
submissions concerning their right to be heard.

17 Ibid para 43.

24


[69] In EFF v Gordhan,18 The Constitutional Court said the following:
‘…Before a court may grant an interim interdict, it must be satisfied that the applicant
for an interdict has good prospects of success in the main review. The claim for review
must be based on strong grounds which are likely to succeed. This requires the court
to adjudicate the interdict application, examining the grounds of review raised in the
main review application and assessing their strength. It is only if a court is convinced
that the review is likely to succeed that it may appropriately grant the interdict.’19
[70] More recently, in Eskom v Vaal River Residents,20 Madlanga J, writing for the
majority, having analysed the prima facie right and what would lead to a dismissal of
an interim interdict, said:

‘If, in the interim interdict proceedings, it was to appear unlikely that the intended
review would succeed, that would detract from the requirement of a prima facie
right.’21
[71] Having considered the facts set out by the Applicant, together with the facts set
out by the Respondent, I am of the considered view that the Applicant has established
a compelling prima facie case.

Reasonable Apprehension of Harm

[72] The Applicant has articulated a reasonable apprehension of harm that should
the o rder not be granted, expressing concern that substantial redress may not be
achievable under the current circumstances. It asserts that if the enquiry does not
proceed swiftly with appropriate actions taken in a timely manner , the chance of
recovering benefits for Remnant’s creditors will be lost, and both the Applicant and
creditors will suffer irreparable harm. The Applicant submits that the Sixth Respondent
will not face any inconvenience if the order is granted.

18 Economic Freedom Fighters v Gordhan and Others; Public Protector and Another v Gordhan and
Others 2020 (6) SA 325 (CC).
19 Ibid para 42.

Others 2020 (6) SA 325 (CC).
19 Ibid para 42.
20 Eskom Holdings SOC Ltd v Vaal River Development Association (Pty) Ltd and Others 2023 (4) SA
325 (CC).
21 Ibid para 272.

25


Balance of convenience

[73] The Applicant argues that the balance of convenience favours both the
Applicant and Remnant’s creditors. Regarding the balance of convenience, I am of the
view that the balance of convenience favours the granting of the application. Since
the Applicant has a strong prima facie right, the Sixth Respondent and the Master
would suffer no prejudice if the status quo were retained until the main application is
finalised. The balance of convenience clearly favours the Applicant.

No alternative remedy

[74] The Applicant argues that there is no alternative remedy available, as its letters
of demand received no response, leading it to seek recourse through the court.
Furthermore, the Applicant claims that pursuing damages claims against the Master
would be of minimal benefit to Imperial or Remnant’s c reditorium, given that such
claims are inherently unquantifiable and difficult to assess.

[75] It was submitted on behalf of the Respondents that the Applicant had not
exhausted internal remedies; they should have used Section 371 of the Companies
Act. This submission lacks merit. The First Respondent overlooks the fact that the
Applicant had formally requested reasons for the decision. In any event, The Master
takes the view that he cannot and is not legally bound to explain and give reasons to
any creditor, including the Applicant, for the appointment of liquidators, which decision
was made lawfully and rationally.” Consequently, it is unnecessary even to explore the
contention made by the Master that the Applicant ought to have requested reasons for
the appointment to be submitted to the Minister.

[76] Consequently, the following order is made:

1. The First Respondent’s decision on 4 May 2023 to appoint the Fourth,
Fifth, and/or Sixth Respondents together with the Third Respondent as
liquidators of the Second Respondent is interdicted.

26

2. The First Respondent’s directive of 26 May 2023, postponing “ until
further notice” the sections 417 and 418 enquiries ordered by this Court
under case number 38634/022 into the affairs of the Second Respondent
is interdicted.
3. The First Respondent’s directive of 31 May 2023, that the said inquiry is
not to proceed until further notice is given, is suspended pending the
determination of Part B of the relief.

4. The First and Sixth Respondents are to pay the costs of this Application,
which costs shall include the employment of two counsel on scale C.




FLATELA LULEKA
JUDGE OF THE HIGH COURT
GAUTENG DIVISION, PRETORIA

This Judgment was handed down electronically by circulation to the parties’ and or
parties’ representatives by email and by being uploaded to CaseLines. The date and
time for the hearing are deemed to be 10h00 on 24 July 2025




APPEARANCES:

Counsel for the Applicant: GW AMM SC
GM Mamabolo
Instructed by: Haffajee Roskam Savage Attorneys

Counsel for the First Respondent: Sibara SR
Dube N
Nkosi P
Instructed by: The State Attorney, Pretoria

27


Counsel for the Sixth Respondent: Adv MMW Van Zyl SC
Instructed by : Goodes & Co Attorneys


Date of the Hearing: 17 October 2024
Date of the Judgement: 22 July 2025