IN THE HIGH COURT OF LESOTHO In the
Application of :
RONCO HIRE & SALES
LTD. 1st Applicant
CAESAR JONES 2nd Applicant
v VINCENT RATSOANE Respondent
Delivered by the Hon. Chief Justice Mr. Justice T.S.
Cotran on the 14th day of November 1984
Although the papers are voluminous the issues in this
application are not complicated.
Ronco Hire & Sales (Lesotho)(Pty) Ltd., the first
applicant, is a company incorporated under the Laws of Lesotho. Its
address is Frida House, Mabille Road, P.O. Box 699,
The accountants of the above company is the firm of
Deloitte Haskins & Sells whose office is also situate at Frida
Road, Maseru. According to Mr. Anthony Scott McAlpine,
who is a registered Chartered Accountant working for the above firm
he is in possession of the share register of the
company and as on the 24th September 1984 the company had two
shareholders Mr. Ronald
Caesar Jones with one hundred shares and Mrs.
Christina Nora Jones with one share, both of Bloemfontein. It follows
that Mr. Jones,
the second applicant, is the controlling shareholder
unless the contrary is proved. He says he is also the managing
this must also be taken as true unless the contrary is
Mr. Jones avers that he first employed the respondent in
1982 as a sales representative and then when his performance
proved satisfactory he was made a director in February
1984. The respondent had a free hand for a few months, but he was
never a signatory
of the company's account at Barclays Bank.
Differences having occurred between them the company purported to
have dismissed the respondent.
The respondent now swears that he is the managing
director and the majority sharehold of the first applicant he having
injected M51.000 into the company.
The second applicant produced the best available
evidence to prove what he alleges, viz, extracts from the books of
the company certified
by a firm of public accountants that he is in
fact the controller. The respondent produced a copy of a share
certificate. It is defective
on the face of it and respondent appears
to have given it to himself. In addition the share capital of the
company according to Mr.
McAlpine is 4000 shares of M1 each of which
only 101 have been allotted. Unless there is proof by respondent that
the capital has
been increased, the conclusion is inevitable that he
is trying to hijack, if I may use the words, a company of which he
was an employee
and director but from which positions he was sacked.
The defences he raises to the application do not support his
on the face of things, appear to have been advanced
for the sole reason of misleading the Court into believing that
of fact exist. On the central issue of shareholding
no genuine dispute has been made out.
For these reasons the Rule is confirmed with costs.
CHIEF JUSTICE 14th November 1984
For Applicants : Mr. Moiloa For Respondent : Mr.
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