Amandla ordered to pay E770 000
MBABANE – Amandla Financial Services has been ordered to pay the E770 000 demanded by Lionheart Properties, a company which was operated by Tiyamike ‘Tiyas’ Maziya, his brother and their wives, to CJ Littler and Company’s trust account
Tiyas and Beketele contend that Mfokolozi and his wife, Mpho, are no longer directors of the company, having allegedly tendered their resignation letters.
However, Mfokolozi and Mpho disputed that they resigned as directors of the company and ever signing the resignation letters. Mfokolozi and Mpho took Tiyas and Beketele to court to stop them from excluding the two as directors, and that their conduct be declared unlawful and of no effect.
Pending finalisation of the matter at the time, Mfokolozi and Mpho sought an order directing First National Bank (FNB) Eswatini to temporarily freeze the account held by Premium Corporate Consulting Group, a company operated by ‘Tiyas’ and Beketele, and any other bank account. High Court Judge Zonke Magagula dismissed the application.
Agreement
Mfokolozi and Mpho took ‘Tiyas’ and Beketele to court again wanting the High Court to declare the purported cession of shares invalid and of no legal force and effect, as the signatures on the cession agreement were acquired fraudulently. They also applied for an order declaring their purported resignations as directors of Lionheart Properties null and void.
Mfokolozi and his wife further sought an order setting aside the register of directors, Form J filed by ‘Tiyas’ and Beketele, reflecting Mfokolozi and Mpho as non-directors and setting aside any documents, if filed by the musician and his wife, reflecting them as non-shareholders of Lionheart Properties.
Lionheart Properties also took Amandla Financial Services to court for the remittance of E770 000 commission for the sale of a E2.5 million property in Nhlangano. Amandla Financial Services did not remit the money to Lionheart Properties, according to ‘Tiyas’, due to the contended directorship of Lionheart Properties. Mfokolozi and Mpho applied to be joined as parties in the matter.
The High Court has ordered that the amount of E770 000 be paid in the trust account of CJ Littler and Company pending finalisation of the dispute between the directors. The judgment was issued by Judge Bongani Sydney Dlamini.
When the matter was heard, Sifiso Jele, who represented Tiyas and his wife, told the court that the matter had been heard and dismissed by Judge Magagula.
However, Judge Dlamini said the dispute between the parties, whether or not Mfokolozi and Mpho voluntarily resigned as directors of Lionheart Properties had not been decided by any court of law.
“There is no particular evidence placed before court which shows that this particular dispute has been heard and decided by the court in a prior case. The conclusion of the court is that this point of law stands to fail and is accordingly dismissed,” said the judge.
Resigned
Jele informed the court that Mfokolozi and Mpho resigned as directors and transferred their shares at Lionheart Properties on February 2, 2022. He said this came about as a result of an oral agreement between the parties in 2020.
Jele said there was a meeting on the conflict that was chaired by Rudolph Maziya, the biological father of ‘Tiyas’ and Mfokolozi. Judge Dlamini said the notice inviting the members to any meeting should logically and legally spell out the agenda for such meeting. The court was not shown any notice calling the members to any meeting during 2020.
“There is not even a single document which purports to show that Mr Rudolph
Maziya is a member of the fourth respondent (Lionheart Properties). Rudolph Maziya could have presided over a meeting between his children as a concerned parent, but such a meeting could have been a formal and legal meting as envisaged in the Companies Act, 2009.
The judge also said whatever decision is taken in a meeting convened under Section 163 of the Act must be expressed through ‘voting rights’ as envisaged in Section 170 of the Act.
“Clearly the meeting alleged to have taken place between the parties in 2020 could not have been a meeting falling within the scope of Section 163 and 170 of the Act.” The court also stated that the resolution furnished to the court was signed only by ‘Tiyas’ and Beketele, who are in contestation with Mfokolozi and Mpho. According to Judge Dlamini, the resolution was not signed by all the directors or members of the company, who at the due date of the resolution would be entitled to attend and vote at the meeting. The cession agreement, or alleged cession, of the shares held by Mfokolozi and Mpho was not signed by them but by ‘Tiyas’ and Beketele only.
‘Tiyas’ and Beketele argued that whatever disputes or conflict that the directors or shareholders may have between or among themselves, it should not affect payment due to the company as this may prejudice the operations of the company.
The court noted that the gist of the matter was that ‘Tiyas’ and Beketele had professed themselves to be the only remaining directors of Lionheart Properties to the exclusion of Mfokolozi and Mpho. Judge Dlamini said this effectively meant that if the payment of E77O OOO was made to Lionheart Properties, Tiyas and Beketele would have total control of how the funds were utilised, ‘such that Mfokolozi and Mpho would be left out in the cold is so far as those funds are concerned’.
The court also referred the status of the intervening parties (Mfokolozi and Mpho) to oral evidence. Mfokolozi and Mpho were represented by Bahle Nkonyane of Magagula and Hlophe Attorneys.
In Lionheart Properties’ court application, ‘Tiyas’ had told the court that the purchase price of the property in Nhlangano was E19 million and the commission due was E1 million.
He informed the court that Lionheart Properties had applied for an advance of E200 000, which was provided in February 2022. ‘Tiyas’ said he was advised by Amandla Financial Services that payment had been made to the seller and that the loan taken by his company from the financial services provider had been settled from the commission.
Dispute
‘Tiyas’ submitted that Amandla Financial Services advised Lionheart Properties that the remission of the balance of the commission would be withheld. He said the reason given was that there seemed to be a dispute between the company members as to who the rightful directors were.
He also informed the court that the financial service provider failed to appreciate that Lionheart Properties was a company with distinct legal persona from its directors and that they could not discern into the affairs of the company, as theirs was to discharge their mandate given by the seller.
‘Tiyas’ submitted that on April 12, 2022, he was invited to a meeting by Amandla Financial Services where he was advised by Mandla Nxumalo that the commission would be withheld until the internal dispute had been resolved.