ZIMBABWE – BULAWAYO – The business empire built by one of Bulawayo’s richest man, the late Manilal Nathoo Naran, is now tottering on the brink of collapse. The zimGossip.com reports.
Manilal Investments (Pvt) Limited has been placed under Provisional Liquidation pending the granting of a final order of Liquidation.
Bulawayo High Court judge, Justice Nicholas Ndou, who granted a provisional order last week, appointed Chrispen Mwete, of Bulawayo, to be the Provisional Liquidator of the company with the powers set out in Section 221 (1) and (2) of the Companies Act, Chapter 24:03.
“The existing directors of the company be and are hereby divested of their powers and authority in such capacities. Any interested party may appear before this court sitting at Bulawayo on 8th of October 2009, to show cause why a final order not be made placing the company under final liquidation and confirming the other relief granted herein and ordering that the cost of these proceedings shall be costs of the liquidation,” ordered Justice Ndou.
Anne Thokozani Ncube through her lawyer, Vonani Majoko, of Majoko and Majoko Legal Practitioners approached the High Court on an urgent basis for the compulsory liquidation of Manilal Naran Investment (Pvt) Ltd.
In her founding affidavit, Ncube the applicant says by agreement of sale entered into in November 2008, respondent (Manilal Naran Investments) purported to sell to her an immovable property being Stand 87A, Bulawayo Township.
She paid US$100 000 as a way of part payment and after that she was to pay, as agreed, an amount of US$400 000 to Ajit Naran who is one the respondent’s directors and shareholders who lives in London, United Kingdom.
“I must mention that I have been resident in the UK for the last three years and the US$40 000 I was to pay were free funds having been earned from sources and activities carried out outside Zimbabwe.
“Ajit declined to accept the US$400 000 contending that he had not given his approval to the sale of the immovable property in Zimbabwe, putting into issue the agreement of sale I had signed,” she wrote.
The sale agreement was on behalf of Ajit signed by Dinesh Naran who purported to represent him.
Ajit and Dinesh are the son’s of the late business tycoon’s and they are the only directors of Manilal Naran Investments.
She adds; “Naturally I was concerned and worried that the agreement I had signed and on whose strength I had paid US$100 000 and surrendered title deeds to my house in Suburbs in part payment appeared to have been fraudulent. Fraudulent in the sense that one of the two directors was challenging the sale.”
She notes that while trying to disentangle herself from the “fraud”, E Marima Investments (Pvt) Ltd issued out an applications in which they sought to have the agreement she had entered into with Manilal Naran Investments set aside as null and void.
E Marima Investments contended that they held the right of first refusal in respect of the property and that Manilal Naran Investments had purported to sell the property to Mrs Ncube without affording them the right to exercise their right of first refusal.
The court upheld E Marima Investments’ claim and the sale to Mrs Ncube were rendered invalid.
“It was agreed between the respondent and I that respondent would refund me the US$100 000 I paid pursuant to the abortive agreement. It was also agreed that the title deeds to my house in Suburbs I had given in part fulfillment of the purchase price would be returned to me and indeed they were.
“On retaking the house I was shocked to see how the house had been vandalised. Quotations I have obtained indicate that I will need not less than US$14 000 to repair the damage caused and this forms part of my claim against the respondent,” said Ncube.
She notes that respondent has to its credit always acknowledged its indebtedness to her and notes that in a letter written by their lawyers they instructed that US$100 000 due to them from E Marima Investments at the end of September 2009 be paid to her.
The immovable property has since been sold to E Marima Investments (Pvt) Ltd on an installment sale and it is the sole assert of the respondent company.
E Marima Investments’ lawyer wrote a letter agreeing to pay the money to Ncube provided that their client was by then in possession of the title deeds to the property.
“It emerged that the title deeds to the property are being held as security by Tsanayi Investments (Pvt) Ltd and Catnet Investments (Pvt) Ltd who have a claim against the respondent which respondent has failed to discharge.
“Tsanayi Investments and Catnet Investments have refused to release the title deeds to the property unless they are paid US$80 000 from their claim of US$130 000,” she wrote.
Ncube notes that it emerges from respondent’s own correspondences that the respondent is unable to pay its debts unless it receives some concession from its creditors and has in fact suspended its payment of debts.
“I am advised by my legal practitioners and verily believe it to be true that a debtor who suspends the payment of his debts commits an act of insolvency in terms of the Insolvency Act and in the above circumstances respondent has committed acts of insolvency.
“Clearly respondent seeks to prefer one creditor to the other and my legal practitioners advise me that a debtor who prefers one creditor to the other commits an act of insolvency,” said Ncube.
It is her contention that the respondent is not acting bona fide and is acting dishonestly adding that the dishonesty is aimed at avoiding the payment.
She prays to the court that the respondent be placed under liquidation as it has committed acts of insolvency.
“It will be to the advantage of the creditors that respondent be placed under liquidation in that a concusus creditorium will be achieved and all creditors be paid what is due to them.
“I have found due security for the payment of all fees and charges necessary for the prosecution of the proceedings until the appointment of a liquidator,” she said.
The respondent only has two directors Dinesh and Ajit when it is the requirement of the Companies Act that at least two directors should reside in Zimbabwe at any one time. Ajit lives in the UK where he has been for many years.
She adds: “What causes me disquiet is the paralysis of the company caused by sharp differences and seeming animosity between the directors, Dinesh and Ajit. Dinesh is apparently aggrieved that Ajit stole estate money the late Naran had entrusted to him and Dinesh apparently sees himself entitled to the only asset on the respondent, Stand 87 A and certainly Dinesh has made decisions with either no consultation with Ajit or with very little consultation.”
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Comment by Visla — October 8, 2009 @ 5:28 pm