ǤǤǤ •Šƒ”‡Š‘Ž†‹‰ —Žƒ™ˆ—ŽŽ› ƒŽ–‡”‡† Ǧ Dumisa’s shareholding •™ƒ–‹‹ ƒ
the sale of the two immovable properties was slightly above E23 million. Half of this amount is E11 645 000, after certain deductions and legal fees were paid from the proceeds of the sale.
The court was told that after the sale of the immovable properties, 50 per cent of the proceeds went to Dumisa Ranching Company and the other 50 per cent went to the trustee as resolved by the shareholders of Dumisa Ranching Company.
2n or around May 31, 2023, Dumisa Ranching Company instituted an application against the trustee, seeking to be paid the sum of E9 548 000, being the balance of the money paid to him from the sale of the immovable properties minus less EswatiniBank’s claim.
According to the papers filed by Dumisa Ranching Company, the trustee of Dlamini’s estate was given a mandate either by the ,nsolvency Act or the master of the High Court to calculate the share percentage held by the late Dlamini in Dumisa Ranching Company.
Acting on this mandate, the trustee is said to have calculated Dlamini’s interests or shares in Dumisa Ranching Company to be nine per cent or 36 shares. According to the company, this meant that the share value or money due to the insolvent
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³Applicant in the main matter Dumisa Ranching Company) therefore seeks to be paid the balance sum of E9 548 900, being the money remaining after deduction of the sum of E2 096100 from the sum of E11 645 000 paid to the trustee as per the company’s resolution.
³The applicant in the main matter contends that EswatiniBank’s claim has been ascertained by the trustee and that its claim is limited to the number of shares held by the deceased Dlamini) as ascertained by the trustee, namely nine per cent or 36 shares,” reads the judgment on the bank’s application for joinder.
Judgment
The case being made in the main matter, according to the judgment, is that the amount of money eTuivalent to the shares held by Dlamini in the company is left with the trustee and is not part of the claim made by it to be refunded the sum of E9 948 900.
,t was for this reason that the company, the court was informed, vehemently opposed the application for the bank to be joined in the matter.
According to Dumisa Ranching Company, EswatiniBank has no interest in the order it seeks in the main matter since its claim is confined within the scope of the nine per cent shares as determined by the trustee.
The company also submitted that the sum of E9 548 500 did not form part of the insolvent estate of the late Dlamini.
The argument being made by Dumisa Ranching Company was that EswatiniBank’s claim was limited to the sum of E2 096100 as allegedly determined by the trustee.
)or this reason, it was argued on behalf of the company that EswatiniBank’s application to be joined was misguided because it had no direct or substantial interest in the main application and that its interest in the main matter was not a ‘serious’ one.
MBABANE – EswatiniBank has alleged that shares of the late businessman Dumisa Dlamini, in Dumisa Ranching Company (Pty) Ltd, were unlawfully altered to represent a nine per cent shareholding in the company.
,n its response to the opposition to its application to join the proceedings, EswatiniBank’s counsel, Mangaliso Magagula of Magagula and Hlophe Attorneys, submitted that all the issues raised in opposition to the bank’s application were misguided and off-target.
Magagula said these were all issues to be properly dealt with once the bank was joined as a party to the proceedings.
He submitted that all the sections of the ,nsolvency Act cited on behalf of Dumisa Ranching Company did not confer upon the trustee, Sibusiso Motsa, an e[clusive and final power to make a determination of shareholding held by the insolvent estate in the company.
Dispute
Magagula argued that if there was a dispute on the percentage of the shares held by Dlamini in the company, that aspect of the matter should be determined first. He argued that Dlamini had more than nine per cent shares in the company. ³As a matter of fact, the deceased Dlamini), as alluded to in the founding affidavit of the joinder application, held 199 shares in Dumisa Ranching Company as opposed to the 36 shares determined by the trustee.
³The argument on behalf of the bank was that after the order of seTuestration was granted against the deceased, it was only then that the shares held by the deceased in the company were unlawfully changed or altered to represent or misrepresent a nine per cent shareholding in the company,” Magagula submitted.
Such alteration in the share structure of the company, according to Magagula, was unlawful and invalid. He said this was one of the many disputes that needed to be resolved prior to the determination of the main matter instituted by Dumisa Ranching Company.
Dilemma
2n behalf of the bank, it was further argued that during or around March 6, 2023, the master of the High Court, faced with the dilemma of ascertaining the percentage of shares held by the late Dlamini in a related matter, issued directives.
2ne of the directives was that the matter be taken back to the High Court for an order compelling EswatiniBank to account for the monies it received for all immovable properties sold belonging to the insolvent estate of Dumisa Dlamini).
The master also directed that there be an order determining Dlamini’s shareholding in all the companies where he was a shareholder. The master further directed that there be reimbursement of estate funds paid as trustee fees for the sum of E405 490.
Magagula submitted that the directives issued by the master had not been complied with. His argument was that they wrote to the master and they duly appointed trustee of the insolvent estate to say the bank objected to the determination of nine per cent made by the trustee as regards the shareholding of the deceased in the company.
,t was also submitted on behalf of EswatiniBank that the bank was ready and willing to render a full account of all assets and money received by it against the estate of the late Dlamini.
³This, however, can only happen once the bank is allowed to join the proceedings in the main matter,” said the bank.
-udge Bongani Sydney Dlamini, in his judgment, said the mere fact that the Dlamini held shares in Dumisa Ranching Company was sufficient to bring about a ‘direct and substantial interest’ of the bank in the main matter.
³Such interest is, no doubt, a serious one. The issue of degree or e[tent of the shareholding held by the deceased in the company is neither here nor there for the present purposes.
Deceased
³The e[tent or percentage of shares held by the deceased in the company is ideally an issue to be determined when dealing with the merits of the matter,” said the judge.
-udge Dlamini added that by the same standard, the issue of the bank having to account for all proceeds resulting from the sale of all movable and immovable assets of the insolvent estate was for the merits of the matter.
Dumisa Ranching Company is represented by Sipho Madzinane of S. Madzinane Attorneys.