Amsterdam-based South African businesswoman and chartered accountant Baleseng Zinyana has won a case against the multi-million rand engineering company NJM Heat Treatment & NDE Services and its three directors.
Zinyana dragged NJM to the Joburg high court after it failed to pay her money for the 26% shares she sold to the company.
She stated in her application that she had bought 26% shares in 2017 and became a shareholder of NJM, and the company had been making millions of rands in revenues for several years.
In her judgment last month, Judge Fiona Dippenaar said the sale of shares should have taken effect from May 8 2022, and within five days, Zinyana should have delivered her share certificate and transfer forms to the offices of NJM.
Despite Zinyana’s effort to provide NJM with relevant documents, the company and its directors cocked a snook and failed to remit payment of the shares they purchased from her. The shares included any other claims and share dividends made by the business.
“The price for the applicant’s shares and claims shall be as agreed, or failing such, agreement within five days of 8 May 2022 determined by the independent expert.
“The independent expert shall be the person agreed by the parties (applicant and respondents), also within five days of 8 May 2022, or failing such agreement, appointed by the chief executive of Ernst & Young. The independent expert shall be entitled, without any hindrance from any party, to receive all financial information and documents, which in the opinion of the independent expert are relevant and necessary in valuing the shares and the claims sold,” reads the judgment.
Dippenaar stated that all the parties involved should unequivocally undertake to co-operate with the independent expert to act in good faith in assisting the
independent expert to fulfil their mandate in valuing the shares.
“The expert shall be entitled to determine the most appropriate method for valuing the shares and claims, and the parties shall provide the expert with such documentation and information as may be required by the expert within five days of a written request. The expert shall publish the valuation in writing with reasons within 10 days of written confirmation that the expert has received all documentation, information and representations necessary for that purpose. R1,000 000 to be paid within 30 days of the date of valuation and the balance thereof to be paid by no later than 30 November 2023. All decisions and the valuation made by the expert shall be final and binding on the parties,” reads the judgment.
Dippenaar also ordered that the directors of NJM hand themselves to the Hawks based on allegations of fraud and corruption, which were allegedly committed by the company and its directors.
“The directors of the fourth respondent are directed to comply with their reporting duties under Section 34 of the Prevention and Combating of Corrupt Activities Act 12 of 2004.
The matter is referred to the Directorate for Priority Crime Investigations for investigating under the Prevention and Combating of Corrupt Activities Act 12 of 2004. The registrar is directed to provide a copy of this judgment and the application papers to the commander, Directorate for Priority Crime Investigations, forthwith,” said Dippenaar.
But the directors have not handed themselves over to the Hawks as decreed by the court order, opening themselves for a criminal charge of contempt of court.
NJM financial director Alexander Roditis said on Friday the court judgment was not contested by his company.
“The matter has been resolved and there is a time frame we have all agreed to. The next step is for the evaluator to be appointed. Our lawyers received the judgment and are busy with the matter. Both parties have settled, and the matter was not contested. On the issues related to investigations, our lawyers are also dealing with that,” said Roditis.
NJM commercial manager Vanessa Chungu said: “We are waiting for the guidance from our lawyers …and the matter is being dealt with by our legal counsel.”
NJM lawyer Fraser Van Der Watt said: “The settlement has been reached and we have sent the letter to Ernst & Young to appoint the evaluator.
The shares of Ms Zinyana have been bought by the company and we are in the process of having evaluation to be made. On the issue of the order regarding investigations on the company, we are not involved, but the directors need to tell the police what they know regarding what happened.”
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