South Africa Case Law

Luvon Investments (Pty) Ltd and Another v Thabong Good Health Pharmacy CC (Leave to Appeal) (2023-033874)

Luvon Investments (Pty) Ltd and Another v Thabong Good Health Pharmacy CC (Leave to Appeal) (2023-033874) [2024] ZAGPPHC 1063 (23 October 2024)

Court

North Gauteng High Court, Pretoria

Case number

2023-033874

Judge

Mooki

The High Court dismissed an application for leave to appeal against a final winding-up order, holding that the respondent could not raise new grounds not pleaded before.

• Leave To Appeal
• Winding Up
• Compliance With Companies Act
• Proof Of Indebtedness
• Leave-to-appeal
• Winding-up

Dry v Guest Village Little Dreams CC and Another (M255/21;M256/21)

Dry v Guest Village Little Dreams CC and Another (M255/21;M256/21) [2023] ZANWHC 131 (7 August 2023)

Court

North West High Court, Mafikeng

Case number

M255/21;M256/21

Judge

A Reddy

The court found that the applicants failed to ensure competent and effective service of the provisional liquidation orders on all employees and trade unions as required by section 346(4A) and section 346A of the Companies Act. The evidence presented, including supplementary affidavits and sheriff's returns, was insufficient to demonstrate strict compliance, particularly in relation to Juandry Eiendomme CC where employees were not properly notified. The court emphasized that it lacks inherent power to condone non-compliance with these statutory requirements. As a result, the final winding up o…

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• Winding Up Of Close Corporations
• Service Of Process
• Compliance With Companies Act
• Deadlock Between Members

Cassim NO v Ramagale Holdings (Pty) Ltd and Others (2020/11605)

Cassim NO v Ramagale Holdings (Pty) Ltd and Others (2020/11605) [2020] ZAGPJHC 149 (12 June 2020)

Court

South Gauteng High Court, Johannesburg

Case number

2020/11605

Judge

Moorcroft

The court held that the affidavits submitted by the attorneys did not comply with section 346(4A)(b) of the Companies Act 61 of 1973, as they were not the persons who personally furnished copies of the application to the employees and SARS. Bulk SMS notifications did not constitute furnishing a copy of the application as required by the Act. The court found that urgency alone did not justify deviation from the statutory requirements, as sufficient time had elapsed to allow proper compliance. The application was not properly served, and the matter could not proceed until affidavits from the Sh…

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• Business Rescue
• Provisional Winding Up
• Service Of Process
• Compliance With Companies Act
• Urgent Interdict

Baumann and Others v Pharmatech (Pty) Ltd (12584/2017)

Baumann and Others v Pharmatech (Pty) Ltd (12584/2017) [2017] ZAGPPHC 887 (7 December 2017)

Court

North Gauteng High Court, Pretoria

Case number

12584/2017

Judge

GC Wright

The High Court granted a provisional winding-up order after finding the respondent admitted a substantial debt, could not pay, and had not shown procedural non-compliance.

• Winding Up
• Company Indebtedness
• Certificate Of Security
• Compliance With Companies Act
• Winding-up
• Company-indebtedness

Specialized Edible Oil And Fats (Pty) Ltd T/A Capital Rice v Eezi Food Imports And Exports (Pty) Ltd (19128/2014)

Specialized Edible Oil And Fats (Pty) Ltd T/A Capital Rice v Eezi Food Imports And Exports (Pty) Ltd (19128/2014) [2015] ZAWCHC 56; [2015] 11 BLLR 1172 (LC); (2015) 36 ILJ 3122 (LC) (6 May 2015)

Court

Western Cape High Court, Cape Town

Case number

19128/2014

Judge

Riley AJ

High Court liquidation application dismissed after the court found the ex parte provisional order was improperly obtained and the respondent remained a going concern.

• Company Liquidation
• Ex Parte Applications
• Bona Fides In Motion Proceedings
• Just And Equitable Winding Up
• Costs Orders
• Compliance With Companies Act

Absa Bank Limited v Golden Dividend 339 (Pty) Ltd and Others (70637/13)

Absa Bank Limited v Golden Dividend 339 (Pty) Ltd and Others (70637/13) [2014] ZAGPPHC 1048; 2015 (5) SA 272 (GP) (19 December 2014)

Court

North Gauteng High Court, Pretoria

Case number

70637/13

Judge

Lazarus

The court held that joinder of all creditors was not required as notification and participation rights under the Companies Act were sufficient. The extension for publication of the business rescue plan was validly granted by the majority creditor, and a meeting was not strictly required for such extension. However, the business rescue plan failed to comply with the substantive requirements of section 150(2) as it did not provide adequate information regarding available property, conditions for implementation, or a realistic prospect of paying creditors. The plan was found to be a superficial…

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• Business Rescue
• Company Liquidation
• Joinder Of Creditors
• Remuneration Of Business Rescue Practitioner
• Compliance With Companies Act

Business Partners Ltd v Quick Leap Investments 221 (Pty) Ltd (6168/2010)

Business Partners Ltd v Quick Leap Investments 221 (Pty) Ltd (6168/2010) [2010] ZAKZDHC 65 (26 November 2010)

Court

Kwazulu-Natal High Court, Durban

Case number

6168/2010

Judge

K Swain

The court found that the applicant had complied with section 346(4A)(a)(ii) of the Companies Act, as it was common cause that the respondent had no employees. The respondent's attempt to withdraw its admission regarding the absence of employees was rejected as a dilatory tactic. The respondent's financial position was dire, with undisputed evidence of failure to repay a substantial loan, arrears on municipal accounts, and inability to pay debts. The court held that the respondent was unable to pay its debts within the meaning of section 345(1)(c) of the Companies Act. An adjournment to allow…

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• Winding Up Of Companies
• Compliance With Companies Act
• Service On Employees
• Company Inability To Pay Debts

Lonrho Mining SA (Pty) Ltd v Gous Vertue & Ass Inc and Others (19/2009)

Lonrho Mining SA (Pty) Ltd v Gous Vertue & Ass Inc and Others (19/2009) [2010] ZANCHC 52 (22 October 2010)

Court

Northern Cape High Court, Kimberley

Case number

19/2009

Judge

SA Majiedt

The court found that the provisional winding-up order was granted without compliance with the peremptory requirements of section 346(4A) of the Companies Act, specifically the service and affidavit requirements. The applicant's attorney confirmed no affidavit was filed and no returns of service were located. The court held that this non-compliance was fatal and rendered the order irregular and subject to rescission under Rule 42(1)(a). The court further held that the third to fourteenth respondents, as trustees and parties to the shareholders agreement, had a direct legal interest and locus s…

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• Rescission Of Order
• Provisional Winding Up
• Shareholders Agreement
• Urgent Interim Relief
• Locus Standi
• Compliance With Companies Act

Yiannakis NO and Others v A & A Cycads (Pty) Ltd (14157/04)

Yiannakis NO and Others v A & A Cycads (Pty) Ltd (14157/04) [2005] ZAGPHC 35 (29 March 2005)

Court

High Courts - Gauteng

Case number

14157/04

Judge

N Ranchod

The High Court upheld a point in limine in a liquidation matter, finding the applicants had not complied with section 346(3) security requirements in time.

• Company Liquidation
• Security For Costs
• Compliance With Companies Act
• Point In Limine
• Company-liquidation
• Security-for-costs