The Companies and Intellectual Property Commission says the complaint of alleged company hijacking brought by Johannesburg businessman Wandile Zulu was a contractual issue that the company registration agency could not get involved in.
In a letter to City Press, commissioner Advocate Rory Voller said an investigation into Zulu’s claim that he was illegally removed as director of chrome and uranium mining company, Protea Mines Pty Ltd, found “no indication” that documents submitted to the CIPC in the removal of Zulu were forged documents.
“From the available information it is clear that the CIPC indicated to Mr Zulu that the disputes are centered on contractual issues and cannot therefore be adjudicated by the CIPC”.
Zulu was consequently advised to consider taking the matter to court.
Correspondences in City Press’s possession showed that Zulu had escalated his complaint to the office of Trade and Industry Minister Rob Davies requesting a forensic investigation into the “corrupt and illegal activities” at the CIPC.
READ: Davies accused of turning a blind eye to ‘corrupt, illegal’ activities at CIPC
However, Voller said the CIPC followed all required procedures after receiving Zulu’s complaint in July 2016 and in terms of the evidence placed before the agency the allegation of fraud could not be proved.
He said that, according to records, Zulu and his business partner had “decided to sell or invite potential investors to invest in Protea Mines” and subsequently received offers.
Zulu admitted to signing several agreements with a number of interested investors and these were not exclusive.
“Our decision in principle is whoever is serious would deposit the money into our bank account,” he told CIPC.
At a board meeting on April 14 2016 one of the investors, who was since registered officially as the owner of Protea Mines, tabled a formal offer and assured the sellers that the transaction would be cash.
“What was required [from the sellers] in the interim was to sign letters of resignation as an interim measure which will be in exchange for the payment of full purchase price into their bank account..”
Voller said, according to information received, the arrangement “would have been followed by submitting the necessary CIPC documents [and that Zulu’s business partner] will safely keep all the documents under lock and key until the purchase price is settled in full”.
Zulu signed his resignation letter the following day, describing it as “a two sentence” that was “blank” and did not even have his identity number”. That, he told the CIPC, was the last time he met his business partner.
More than a month later Zulu then discovered that the investor who had made the offer had already been registered as the new owner of Protea Mines and that he had and his business partner had resigned.
Zulu told the CIPC that it did not make sense to him because he had not received an SMS or email from the CIPC confirming his resignation. An online query to the agency did not produce results.
Furthermore, said Voller, Zulu “claimed that he never signed any legally prescribed CIPC document that led to the appointment of [the new director] and their resignation [and] he never made a copy of his ID and certified it for the purpose of CIPC in this matter”.
However, he stated that his former business partners “has always had my uncertified ID copy on file.” Voller said the submission formed the basis for the allegations of ‘fraud’.”
The CIPC contacted Zulu’s business partner for comment. He produced a letter dated July 7 2017 confirming that both he and Zulu signed all the documents required to be signed and that the company had a new owner.
The agency heard that the new owner paid a deposit and invested “many millions” into the mining company and the outstanding balance for the purchase would be settled the following week.
On June 1 2018, said Voller, Zulu asked Davies for assistance in instituting a forensic investigations of his alleged “illegal and fraudulent removal as a director.
Correspondence between Davies and the CIPC confirmed that the case was closed as the agency could not find any indication of forged documents and that the matter was “contractual”.