IN THE HIGH COURT OF SOUTH AFRICA
(GAUTENG DIVISION, PRETORIA)
DELETE WHICHEVER IS NOT APPLICABLE
(1) REPORTABLE: ¥ES/NO
_ (2) OF INTEREST TO OTHER JUDGES: ¥ES/NO
(3) REVISED
DATE: 25 August 2025 ~
Case No. 128616/2024
In the matter between:
SUMMERS, BYRON JOHN APPLICANT
And
ADAS CALIBRATION (PTY) LTD FIRST RESPONDENT
VAN RENSBURG, ARTHUR SECOND RESPONDENT
VAN RENSBURG, INGRID THIRD RESPONDENT
GOVENDER, NIVASHNI FOURTH RESPONDENT
i —————
Coram: Millar J
2
Heard on: 20 August 2025
Delivered: 25 August 2025 - This judgment was handed down electronically by
circulation to the parties' representatives by email, by being uploaded
to the CaseLines system of the GD and by release to SAFLII. The
date and time for hand-down is deemed to be 12HO0 on 25 August
2025.
TT
_ ORDER
NN
It is Ordered:
[1] The application is dismissed.
[2] The applicant is ordered to pay the costs of the second and third respondents on
the scale as between attorney and client.
NN
JUDGMENT
|
- MILLAR J
(1] This is an application brought in terms of section 81(1)(d) of the Companies Act!
for the winding up of the first respondent (Adas). It is common cause that Adas
is solvent. The application is opposed.
+ 71 of 2008.
3
[2] The applicant, Mr. Summers, is a director of Adas. The second and third
respondents, Mr. and Mrs Van Rensburg respectively, are a director and
shareholder. They oppose the application. The fourth respondent, Ms Govender,
is a shareholder who does not oppose the application. The status of each of the
parties is reflected as such in the CIPC records for Adas. Despite this, Mr.
Summers contends that “The company is effectively run as a domestic company of
which the second respondent and | are, in practical terms ‘partners”.
[3] Section 81(1)(d)(iii) provides that a solvent company may be wound up if “it is
otherwise just and equitable for the company to be wound up.”
. [4] The circumstances giving rise to the present application find their genesis in
disciplinary proceedings brought against Mr. van Rensburg by Adas. Mr.
Summers and Mr. van Rensburg are the two directors of Adas.
[5] In his founding affidavit, Mr. Summers describes the way in which the business
of Adas was conducted as follows:
5.1] The company is a company in the business of calibration to the advanced
safety system of a motor vehicle.
a [5.2] The management of the company is conducted by the second respondent
and me on the basis that decisions on important matters are taken by
consensus between the second respondent and me.
[5.3] The day to day management of the company was conducted as follows:
[5.3.1] Both the second respondent and | agreed that the second
respondent will act as the manager and he will manage the day-
to-day operations and growth of the company.