Makanda and Others v Afrinnai Health (Pty) Ltd and Another (3590/2014) [2015] ZAFSHC 6 (5 February 2015)

Makanda and Others v Afrinnai Health (Pty) Ltd and Another (3590/2014) [2015] ZAFSHC 6 (5 February 2015)

The court found that the applicants, as shareholders, are entitled under the Companies Act to access and copies of the specified company records. The respondents failed to comply with statutory obligations regarding the keeping and furnishing of records, and the documents provided were incomplete and insufficient for the applicants to assess the financial position of the first respondent. Discrepancies in shareholding records and reluctance to provide banking records justified the applicants' suspicion and concern. The second respondent was properly joined as a party due to his role in directing the affairs of the first respondent. The applicants are entitled to the relief sought,...

Citation
[2015] ZAFSHC 6
Parties
Applicant: Makalimeng Belinah Makanda; Applicant: Pitso Fairbridge Mogoregi; Applicant: Mpati Grace Erica Kalane; Applicant: Mosoeunyane Shadrack Ramathe; Respondent: Afrinnai Health (Pty) Ltd; Respondent: Lehlohonolo Mosotho
Court
Free State High Court, Bloemfontein
Jurisdiction
South Africa
Judgment Date
5 February 2015
Case Number
3590/2014
Procedural Posture
Urgent Application / Judgment on Application for Access to Company Records
Outcome
Application granted. The first respondent is ordered to make available specified company records to the applicants within 14 days. Costs awarded against both respondents, jointly and severally.
Judges
Naidoo
Legal Topics
Access to Company Records, Shareholder Rights, Companies Act Compliance, Statutory Disclosure, Oppressive Conduct, Costs Order
Commercial and Corporate Civil Procedure Access to Company Records Shareholder Rights Companies Act Compliance Statutory Disclosure Oppressive Conduct Costs Order

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Parties

Makalimeng Belinah Makanda

Applicant

Pitso Fairbridge Mogoregi

Applicant

Mpati Grace Erica Kalane

Applicant

Mosoeunyane Shadrack Ramathe

Applicant

Afrinnai Health (Pty) Ltd

Respondent

Lehlohonolo Mosotho

Respondent

Procedural Posture

Urgent Application / Judgment on Application for Access to Company Records

Legal Issues

  1. 1 Whether the applicants, as shareholders, are entitled to access and copies of specified company records under the Companies Act.
  2. 2 Whether the respondents have complied with statutory obligations regarding the keeping and furnishing of company records.
  3. 3 Whether the joinder of the second respondent was appropriate given his role in the management of the first respondent.

Ratio Decidendi

The court found that the applicants, as shareholders, are entitled under the Companies Act to access and copies of the specified company records. The respondents failed to comply with statutory obligations regarding the keeping and furnishing of records, and the documents provided were incomplete and insufficient for the applicants to assess the financial position of the first respondent. Discrepancies in shareholding records and reluctance to provide banking records justified the applicants' suspicion and concern. The second respondent was properly joined as a party due to his role in directing the affairs of the first respondent. The applicants are entitled to the relief sought,...

Court Disposition

Application granted. The first respondent is ordered to make available specified company records to the applicants within 14 days. Costs awarded against both respondents, jointly and severally.

Orders

  • The first respondent must make available to the applicants' attorneys, within 14 days, copies of the Memorandum of Incorporation and any amendments, and any rules made by the company as envisaged by section 24(3)(a) of the Companies Act 71 of 2008.
  • The first respondent must provide records in respect of its directors as envisaged by section 24(3)(c)(i) of the Act.