Times Of Swaziland: DIRECTORS ACCUSED OF FORGING SHAREHOLDER’S SIGNATURE, RESIGNATION

DIRECTORS ACCUSED OF FORGING SHAREHOLDER’S SIGNATURE, RESIGNATION
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BY PHEPHILE MOTAU on 03/07/2018 04:11:00


MBABANE – A director of an engineering company has accused his co-directors of
forging his signature and resignation letter.
Lawrence Stewart of Pyramid Engineering has since approached the High Court
where he is seeking relief. The respondents in the matter are Pyramid
Engineering (Pty) Ltd, Bel Engineering (Pty) Ltd, Bright Da Silva, Edward
Gonslaves, Lungelo Stewart, Registrar of Companies and the Attorney General.
He wants the court to declare him as a director and 33 per cent shareholder of
the company. He also prayed for the setting aside of the registrar of directors,
Form J and Form C and all other documents filed by the respondents reflecting
him as a non director shareholder in the company.
Lawrence also wants the court to order Da Silva, Gonslaves and Lungelo to
account to him and Pyramid Engineering for all the profits made in the business
of Bel Engineering from inception. He also wants the court to empower him to
appoint a forensic auditor to conduct a forensic investigation, examine books of
accounts for the period covering 2007 to 2018.
In his founding affidavit, Lawrence alleged that the registration of Pyramid
engineering was a result of ambition that he had with Da Silva and Gonslaves
from 2001, and the company was duly registered on August 14, 2001.
“At the time we caused the incorporation of the first respondent, we were
employed by a company namely GG Engineering. We saw the need for engineering
services and agreed to explore such opportunities thus we formed a joint venture
and partnership with each other,” he said.
He alleged that they all agreed that they would be registered as directors and
shareholders of the company, with him and Gonslaves retaining 33 per cent share
each, and Da Silva having a 34 per cent share stake.
He alleged that their capital towards the realisation of the company’s
objectives was not in monetary terms and they agreed to be under a company
called Multi-Care on or around 2005 to 2007.
“I submit that the arrangement never worked until we approached one Mr Forbes
of MF Engineering based in Nhlangano but within the same engineering
business,” he said.
Lawrence alleged that Mr Forbes agreed to sell them his engineering machinery at
a fixed price of E400 000 as it was about to be repossessed by his financiers.
He also alleged that since the company’s inception, the joint venture had
always been managed by the joint partners on the basis of the director’s pro
rata share holding in the company. He said all three directors were signatories
of the company in a bank account held with SwaziBank.
These allegations are contained in court documents whose veracity is yet to be
tested in court. The respondents are yet to file their responding papers.
He alleged that on or about August 14, 2001, a Form J which listed him and
Gonslaves as directors of the company was validly lodged and they had operated
such until January 17, 2017, where another Form J was lodged by Gonslaves which
showed some changes in the shares and directorship of the company. He alleged
that the Form J showed that he had resigned.
“Suddenly I discovered that I was no longer a signatory when monetary
transactions were made as they unitarily changed first respondent banking
account from SwaziBank to Nedbank under an account with its particulars unknown
to me,” he alleged. He also alleged that in 2017, Da Silva and Gonslaves’
started to isolate him in all business decision making which related to the
welfare and administration of the joint venture.
Lawrence alleged that in early April, 2018 one of their customers based in
Nhlangano who used to travel to Manzini seeking their services suddenly
applauded the company for outsourcing its services by opening a branch in
Nhlangano. The branch according to Lawrence was Bel Engineering.
He alleged that he enquired the veracity of such commentary made by the customer
from Da Silva and Gonslaves, and he was puzzled when they both allegedly ignored
his inquiry.
“On May 23, 2018, I undertook a search at the office of the Registrar of
Companies, and to my surprise, I unearthed Form J, a purported resolution memo
by the directors and a purported letter of my resignation as director of the
first respondent and a transfer of 10 per cent of my 33 per cent to the fourth
respondent. All these documents portray that I have harmoniously resigned and
offered my shares to the fourth respondent,” he said.
He said he was horrified by the malicious intends of Da Silva and Gonslaves
regarding the affairs of the company as well as the audacity of forging his
resignation letter and signature
Lawrence also alleged that Da Silva and Gonslaves unilaterally sold a milling
machine to Mr Ndlovu for E50 000 without his knowledge, and the sale proceeds
were never declared as dividends at the end of the year 2014/2015.
“I submit that behind my back, the third and fourth respondents have been able
to procure a sugar cane haulage tractor and trailer and subcontract same at
Vuvulane farm. Again I state that the forensic audit will enhance transparency
in so far as how and when it was sourced and with which funds and how much it is
making monthly,’ he said.
Lawrence is represented by Nhlanhla Ginindza of N.E Ginindza Attorneys. The
matter is still pending in court.