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SAFLII Note: Certain personal/private details of parties or witnesses have been redacted from this
document in compliance with the law and SAFLII Policy
IN THE HIGH COURT OF SOUTH AFRICA
(GAUTENG DIVISION: PRETORIA)
Case number: 016478/2025
(1) REPORTABLE: NO
(2) OF INTEREST TO OTHER JUDGES: NO
(3) REVISED
DATE: 4 June 2026
SIGNATURE
In the matter between:
AJP HOLDINGS (PTY) LTD Applicant
And
ANDKAN HOLDINGS (PTY) LTD First Respondent
K[...] S[...] R[...] Second Respondent
JUDGMENT
______________________________________________________________
MINNAAR AJ,
Introduction:
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[1] In June 2019, Mr F and Me R (the second respondent) met another .
On 13 May 2020, Me R, was blessed with a daughter (‘ CL’), born of a
previous relationship. The meeting between Mr F and Me R evolved
into a romantic relationship in October 2020, and the relationship
became official in February 2021. They, together with C, moved in
together in September 2021. On 4 February 2023, the couple’s
daughter (‘CS’) was born.
[2] Around the time CS was born, the couple agreed to purchase a
property for their family. In the words of Mr F, this was to provide
financial security for Me R and their daughters in case anything befell
him that would make it impossible for him to provide for them.
Together, they decided to purchase a property in a company in which
Me R would own the majority of the shares. For this purpose, Andkan
Holdings (Pty) Ltd (the first respondent) was incorporated on 18 May
2022. The name ‘ Andkan’ is a combination of the first names of Mr F
(A[...]) and Me R ( K[...]), and one can only imagine that the company's
name was, at the time, an indication of the love and devotion the
couple had for one another.
[3] Me R became the owner of 119 of the 120 shares in Andkan. The
applicant, AJP Holdings (Pty) Ltd (‘ AJP’), is the owner of the remaining
share in Andkan. Mr F is the sole shareholder and director of AJP. Up
until 19 March 2025, he was also the sole director of Andkan. Andkan
and AJP share the same registered address.
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[4] On 10 October 2022, Andkan then purchased a luxurious property for
the family to reside in ( ‘the matrimonial property’ ). In the applicant’s
heads of argument, it is stated that Andkan is a special-purpose vehicle
incorporated solely to acquire and hold the matrimonial home.
[5] Despite being formally married on 28 October 2022, Mr F and Me R
held a traditional wedding ceremony only on 3 October 2023. On 27
October 2023, Me R informed Mr F that she wanted a divorce. Mr F
instituted divorce proceedings under case number 052216/2024, and
the action is still pending.
[6] Mr F approached the court with a Rule 43 application seeking relief
pendente lite in the divorce proceedings. Me R lodged a counterclaim
seeking maintenance. The application was heard on 21 January 2025,
and Nyathi J gave a judgment on 16 May 2025. Relevant to the
matrimonial home, Nyathi made the following order:
“m. The respondent (Me R) is to remain in occupation of the
Waterfall property, with undisturbed use and occupation
thereof to the exclusion of the applicant.”
[7] On 6 February 2025, Mr R, as the sole director of AJP, resolved that
AJP should proceed with an application to liquidate Andkan. On 14
February 2025, this application was served on Andkan, and on 25
February 2025, it was served on Me R.
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The winding-up application:
[8] The application is founded on two primary grounds:
a. That Andkan is unable to pay its debts as contemplated in
section 344(f), read with sections 345(1)(a) and (c), of the
Companies Act 61 of 1973 (“the 1973 Act”).
b. It is just and equitable that Andkan be wound up as
contemplated in section 344 (h) of the 1973 Act (or section
81(1)(d) of the Companies Act 71 of 2008), due to a complete
deadlock between the shareholders and the dissolution of the
company’s substratum.
[9] According to AJP, it financed the entire venture to purchase the
matrimonial property through a shareholder’s loan to Mr F. As such,
AJP is a creditor for this shareholder’s loan in the sum of
R14 326 523.01.
[10] It is further alleged that Andkan is commercially insolvent. It has
no income -generating business, no cash reserves, and no current
assets whatsoever. The allegation is that Andkan is patently unable to
pay its debts as they fall due, as evidenced by its inability to service its
monthly municipal and levy obligations without further funding.
[11] It is also the case of AJP that the personal relationship between
Mr F and Me R has broken down irretrievably. This has destroyed the
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very foundation upon which Andkan was built, rendering its original
purpose obsolete and creating an irreconcilable deadlock.
The respondents’ opposition to the application:
[12] The respondents oppose the application on the following
grounds:
a. The alleged debt is bona fide disputed on reasonable grounds;
b. The dispute regarding the property and the financial
arrangement between the parties in relation to the matrimonial
property and Andkan is lis pendens in the divorce action;
c. The winding-up undermines an existing Rule 43 court order;
d. The application constitutes an abuse of process; and
e. AJP has failed to make out a case in its founding affidavit and is
precluded from filing further affidavits to cure such defects.
[13] On the last point raised, AJP filed two applications under Rule
6(5)(e) seeking permission to deliver supplementary affidavits. At the
commencement of the hearing, I granted an order that both
applications be granted and that the supplementary affidavits by AJP
form part of the record.
Analysis:
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[14] The main dispute between the parties is whether the money
advanced to purchase the matrimonial property was a loan, as alleged
by AJP, or, as the respondents allege, in essence a donation to Me R.
[15] It is evident that the noble intention of purchasing the
matrimonial property was to provide security to Me R and the
daughters. Mr F was instrumental in securing this objective.
[16] Mr F forms an integral part of both AJP and Andkan. AJP’s
version is placed before this court by Mr F. AJP places heavy reliance
on the fact that the shareholder’s loan was duly recorded in the Annual
Financial Statements of AJP and, as such, that it must be accepted as
such. This would mean that Mr F has an asset in the form of a
shareholder’s loan valued at more than R14 million.
[17] I am also faced with the version by Mr F in his financial
disclosure form in the Rule 43 proceedings, wherein he declared,
under oath, that the value of his 100% shareholding is only R100.00.
[18] It is a mystery why Me R would be led to believe that she is the
majority shareholder of Andkan, which, in turn, owns the matrimonial
property, whilst, according to AJP, this was never the case, as Mr F’s
shareholder’s loan would have a stronger right. This pipedream cannot
be resolved in these proceedings.
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[19] AJP's submission that the defence of lis pendens is not
applicable, as we are dealing with different parties, a different cause of
action, and different relief, is not convincing. Although I am not making
any findings in this regard, one cannot ignore the golden thread and Mr
F's involvement through his marriage to Me R, as well as his role and
influence in both AJP and Andkan. Once again, this is not something
that can be resolved in these proceedings.
[20] The security granted to Me R by Nyathi J falls squarely within
the purpose of Andkan at the time. One cannot simply wish a court
order away. The order by Nyathi J stands, and it would not be proper,
through these proceedings, to circumvent same.
Conclusion:
[21] The Badenhorst Rule1 is trite: liquidation proceedings are not
designed for the resolution of disputes of fact regarding the existence
of a debt. Where a debt is disputed on bona fide and reasonable
grounds, a winding-up should be refused.
[22] There is a dispute regarding the source of the funds utilised to
purchase the matrimonial property . It would not be competent, at this
stage, to make a final determination whether this dispute is bona fide
and premised on reasonable grounds. These are aspects that will
1 Badenhorst v Northern Construction Enterprises (Pty) Ltd 1956 (2) SA 346 (T) at 346 G-H and at
348 A-B
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become clear in the adjudication of the divorce after a proper analysis
of the evidence of both Mr F and Me R.
[23] It would equally not be prudent to make any order as to costs at
this stage.
Order:
Consequently, I make the following order:
1. The application is stayed pending finalisation of the divorce action
under case number 052216/2024.
2. Costs will be costs in the application.
_____________________
Minnaar AJ
Acting Judge of the High Court
Gauteng Division, Pretoria
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For the applicant: Adv E J J Nel
Instructed by Vorster & Brandt Inc.
For the respondents: Adv N Strathern
Instructed by Gittins Attorneys Inc.
Heard on: 2 March 2026
Date of judgment: 4 June 2026