…as Justice Mokhesi throws out their bid to remain on the board
…while slapping them with a punitive costs order
Moorosi Tsiane
EMBATTLED members of the outgoing Sekhametsi Investment Consortium (SMIC) board have suffered a major setback after the High Court dismissed their bid to block the appointment of their successors.
Justice Moroke Mokhesi not only dismissed the application but also ordered the six former directors to pay punitive legal costs on the highest scale.
The respondents in the matter included the new board members elected on 1 June 2025 — Thuso Green (chairperson), Sasha Monyamane, Mamorite Phangoa, Malibe Bulane, Phakiso Mochochoko, Morake Raleaka, and Rankobane Mathule — as well as shareholders Dominic Metlae, Dr Mphu Ramatlapeng, Boithatelo Khatleli, Thabo Matšaba, and Thabiso Mohapi. Attorney Qhalehang Letsika appeared for the new board, while Advocate Salemane Phafane KC represented the five other shareholders.
The outgoing directors were Selikane Selikane (chairperson), Tšeliso Ntabe, Bore Motsamai, Teboho Lekalakala, Mohapeloa Mohapeloa, and Lebohang Mohau, who were represented by Adv Christopher Lephuthing.
Adv Lephuthing had asked the court to order the release of a forensic audit into alleged irregular payouts of M25 million, to nullify the disputed 1 June 2025 board elections which they said were marred by fraud and illegal proxy forms, to bar Mr Green and others from presenting themselves as the new board, to stop the Registrar of Companies from effecting any changes to SMIC’s directorship or bank accounts, and to compel the release of all records linked to the contested elections.
Justice Mokhesi heard the matter on 11 August 2025 and delivered his ruling on Thursday, dismissing the application in its entirety.
“The main application is dismissed with costs on attorney and client scale, which costs should be payable by second to seventh applicants (outgoing board),” Justice Mokhesi said.
The judge condemned the applicants’ conduct, particularly their use of inflammatory language and unsubstantiated claims of criminal behaviour.
“Use of intemperate language and hurling accusations of criminality against individuals without conclusive proof is met with an award of punitive costs.”
He also criticised the outgoing directors for dragging unnecessary parties into the matter.
“The applicants were very casual with unnecessarily joining parties in these proceedings whether as applicants or respondents. Sekhametsi was joined as the applicant when what the applicants are pursuing are personal claims or rights. Central Bank and commercial banks were not spared, and other parties which are unnecessary to list as can be seen from the case citation. No reliefs are sought against these parties.”
He pointed to “reckless accusations” made against several respondents.
“The police have been accused of being partisan without any evidence being adduced. The applicants accuse 11th respondent (Matšaba) and 20th respondent (Matjato Moteane) of corruption. The applicants further accuse 11th respondent of fraud. But it is clear that they do not have evidence of the alleged crime because they go on to say that ‘the Director of DCEO is empowered to require all persons implicated in these shady deals within a specified time, to provide any information or to answer any questions in connection with questionable payments made to the above companies.’ They are merely being speculative hence they invite the court to order the police to investigate the alleged crimes,” he said.
Justice Mokhesi said the applicants had even accused Mr Mathule of breaking into Sekhametsi offices without proof.
“To throw into motion proceedings speculative jibes about people’s involvement in crimes is quite problematic. It is perfectly understandable why the applicants would find it difficult to provide conclusive evidence of accusations of criminality because motion proceedings are not suitable for establishing such serious allegations.”
The former directors had also accused Moteane and others of unlawfully disbursing M15 million to Prime Minister Sam Matekane’s Verve Dynamics Incorporated Lesotho (Pty) Ltd and M10 million to Afri Expo Textiles (Pty) Ltd, owned by Revolution for Prosperity (RFP) chairperson, Teboho Kobeli.
They also alleged that Moteane and Boithatelo Khatleli improperly awarded contracts at Sekhametsi Place (Old Agric Bank) and Vodacom Park to their own firm, Khatleli Tomane Moteane Architects, without declaring conflicts of interest. They wanted the court to reverse the transactions, but Justice Mokhesi dismissed the request.
“Before I close curtains on this case, I deem it necessary to jettison Advocate Lephuthing’s quite anomalous proposition that public law remedies can be invoked by the shareholders of the company to cancel the agreement it concluded with third-party companies. Sekhametsi is a private entity and not a public body whose actions are reviewable.
“The fact that it is a public company within the meaning of the Companies Act read with Companies Regulation 2012 does not make it to be performing a public duty or to be implementing legislation as to render its exercise of its powers to be reviewable.”
The judge also ruled that the applicants had approached the court on the wrong footing.
“In the present case the applicants who are shareholders of Sekhametsi did not follow this basic procedural threshold to seek a declaration that a contract which was concluded between Sekhametsi and the 13th and 14th respondents (Verve and Afri-Expo) be null and void and unenforceable.
“It follows that it is not open to these applicants to seek this relief — if it is tenable — without first following the prescripts of Section 77 of the Act. Sekhametsi is the proper plaintiff to seek whatever remedy it may seek against the parties it has concluded agreements with, not its shareholders or directors.”
He said the contested transactions had been known to them for years.
“As I understand it the applicants have been Sekhametsi shareholders for quite a long period, and one would assume that they were fully aware that the company was about to enter into this transaction in 2022. If the transaction contravened Sekhametsi’s articles of incorporation or the Companies Act — if that is their argument — it would have been open to them to interdict the proposed transaction in terms of Section 76 of the Act. This they did not do, only to vociferously spring into action in 2025 once they had been removed as directors.”