Couple demands R43m payout

A Pretoria husband and wife embroiled in a complicated “fronting case” have had to wait for more than a year for EPCM Bonisana to buy them out of the company despite a court ordering this be concluded within 10 days.

- By Bongani Mdakane

In May last year, Nicole and Ebrahim Patel obtained a Pretoria High Court order compelling Thomas Cowan and Dirk Odendaal, two directors of EPCM Bonisana to buy them out after the parties fell out.

The complicated story starts on March 7 last year.

The Patels had threatened to remove Cowan and Odendaal as directors of the oil and gas company based in Monument Park, Pretoria, after the pair refused to hand over documents the couple needed to get a valuation of their shareholding in the company.

In her judgment, Judge Mabaeng Lenyai traced the origin of the dispute to the Patels asking “the applicants” - Cowan and Odendaal - to furnish them with the documents that would help them value the company before disposing of their shares.

When they were refused this, they called a shareholder meeting to remove the pair as directors.

However, because the applicants did not attend the meeting, they then approached the Pretoria High Court 25 days later to dispute their removal on the grounds that, among others, the shareholders’ meeting did not have a quorum in their absence.

Lenyai noted in her judgment that “the applicants” had been given sufficient time and opportunity to attend but did not.

“The applicants further contend that, in their absence, there was no majority of directors present at the meeting of the 7th March 2024 to carry the proposed resolutions... and it is evident that a quorum of the board of directors could not be achieved in the absence of the first applicant.

“The first and second respondents (the Patels), on the other hand, contend that they were justified in their actions and their decisions and actions are valid and binding. They aver that they are directors and majority shareholders of EPCM Bonisana. They aver that they had the intention of selling all their shares in Bonisana either to the applicants or to a third party.