Legal battle looms as corporate boss is fingered by ousted director for selling shares to his domestic worker to gain majority control
A dispute arising from the sale of a stake in a multimillion-rand brokerage company to a domestic worker is headed for court.
This, as one of the company’s directors is accused of fronting to access contracts.
Mmatshwene Matlala, one of the directors of Thusanyo Investments, has asked the High Court in Middelburg to set aside the alleged sale of a 5% stake in the company to the domestic worker of chief executive officer (CEO) Marinus Ferreira, as well as to set aside her dismissal from the company.
Matlala was co-CEO of the company with Ferreira.
In two affidavits filed with the court, Matlala detailed how she agreed to sell 5% of her shares to Ferreira’s domestic worker, Maria Poppy Mofokeng, because she was convinced that doing so would allow the company to access business at Sasol.
She also claimed that she had not been presented with the company’s financial records since she bought a 51% share in 2017.
But Ferreira, through his attorneys, Mark Hattingh of HN Attorneys, rejected all allegations made by Matlala in court papers.
“We wish to start off by stating that Ms Matlala is no longer co-CEO of Thusanyo. She has been dismissed for various reasons, including being absent without leave, gross dereliction of duty and gross negligence.”
Hattingh said Matlala’s court application and the allegations made to City Press should be seen against this background.
He said Ferreira only received Matlala’s court application on Friday and the law firm had not had sufficient opportunity to study the papers or consult with their client in-depth regarding the allegations.
“One must bear in mind that at this stage these are merely allegations. The truth and veracity thereof needs to be addressed with, and determined by, the High Court.
"The fact that these matters are sub judice also severely limits our client’s ability to fully respond at this stage.
“Our client will, in due course and within the prescribed time limits, file their answering affidavit, together with the documentary evidence denouncing the allegations by Ms Matlala.
“We can unequivocally state that the allegations made by Ms Matlala are false, malicious and made with the purpose of defaming our client in an attempt to destroy the business, and are nothing more than a whiplash reaction to Ms Matlala’s dismissal as employee,” Hattingh said.
About the maid
City Press has searched the records of Thusanyo, which reveal that Mofokeng became a non-executive director on November 9 2019.
She is also listed as a “domestic worker” and her employer is named as a “Mrs Ferreira”.
This entry was last updated on March 8.
Attempts were made to get hold of Mofokeng, but she had not responded to calls and text messages at the time of writing.
Matlala, who is still listed as a director in company records, claimed in her affidavit that on November 9, a meeting took place in the company’s boardroom, but she was not part of it even though she was present at work.
“According to the second respondent [Ferreira], it was a BBBEE compliance meeting. He came out of that meeting and requested that I quickly sign the documents in his possession for purposes of compliance.
"He told me that our client, Sasol, is not happy with our shareholding structure. They demand that there should be a shareholder who is born and bred in Secunda for the company to be in compliance. He therefore indicated that I should sell 5% of my shares to Ms Maria Poppy Mofokeng, who happens to be his house maid,” the affidavit reads.
Matlala and Ferreira drove to his house, where she and Mofokeng signed the document, the affidavit reads.
“The reason for signing at his house was for me to meet and explain to Ms Mofokeng in here [sic] mother tongue why she needs to sign for the shares, because she may not understand the explanation by the second respondent since she is uneducated.
"I then got to know Ms Mofokeng well. She told me that she worked for the second respondent’s family since the second respondent was a very tender age. She later came to work for the second respondent on a stay-in basis, going home only during weekends.
“It has now become apparent to me that the second respondent misled me into believing that selling my 5% share to Ms Mofokeng was in the best interest of the company and that I was assisting the company to meet the client’s [Sasol’s] requirements, whereas he has [an] ulterior motive to take back majority control through proxy of the 5% share in Ms Mofokeng’s name.
“To this day, the amount of the sale of shares has not been paid, which effectively means the transaction has not been concluded. My observation is that ever since the said share sale agreement has been made and signed, the second respondent has been holding the 5% proxy and thereby taking decisions as a majority shareholder of the company.
“In as far as I know, Ms Mofokeng has never attended any of the meetings held,” Matlala said.
Hattingh said Matlala was never duped into selling any of her shares to Mofokeng and that this was a fabrication.
“Ms Matlala was never the owner of the shares that were sold to Ms Mofokeng. The shares were sold to Ms Mofokeng by Mafer Property Investments (Pty) Ltd, represented by Mr Ferreira … Ms Matlala has no interest in or connection with Mafer. We challenge you to obtain a copy of any alleged sale of share agreement between Ms Matlala and Ms Mofokeng. Same simply does not exist,” Hattingh said.
He denied that his clients had any contracts with Sasol.
About access to financial records
Matlala further claimed that in early 2018, she requested to see the disclosure of the company records because she had realised that Ferreira was not involving her in all financial matters of the company.
“Since there was no agreement or collusion of fronting, I felt it was within my rights to know about the financial position of the company,” Matlala stated, adding that she had to appoint attorneys to seek information on her behalf.
Following two letters that her attorneys wrote – in January and March, respectively – Matlala and her lawyer were invited to a roundtable meeting.
Matlala alleged that Ferreira then made several undertakings, including providing a workspace for her, providing her with same earnings as him, disclosing the financial position of the company and making her a co-signatory to the company’s financials.
But none of these materialised.
Instead, she said, Ferreira endeavoured to remove her as a director by unilaterally electing and/or appointing the board of directors and the company secretary during the first 21 days of the national lockdown, which started in March.
Hattingh said Matlala was never denied access to any financial statements or financial information.
“Again, the opposite is true. She was continually invited to attend the office of Thusanyo to inspect the financial statements.
“In addition, meetings were set up specifically to discuss the financial aspects of the business with her. Despite all these invitations, Ms Matlala simply chose not to inspect the financials or attend the meetings that were scheduled,” Hattingh said.