Nel NO and Another v The Master of the High Court, Eastern Cape and Others

The appellants were joint liquidators of Intramed (Pty) Ltd, a profitable subsidiary of Macmed Health Care Ltd, both in liquidation. Instead of liquidating Intramed’s assets piecemeal, the liquidators continued trading and sold the business as a going concern for R154.3 million. Applying the statutory tariff, they claimed remuneration exceeding R21 million. The Master of the High Court, exercising powers under s 384(2) of the Companies Act 51 of 1973, reduced their remuneration to R3.25 million, citing the favourable circumstances of the liquidation, the relative lack of complexity, and the disproportionality between the tariff-based fee and the work actually done. The liquidators sought review of the Master’s decision under s 151 of the Insolvency Act, read with s 339 of the Companies Act. The High Court dismissed the application, and the liquidators appealed to the Supreme Court of Appeal.

The appeal was dismissed with costs, and the Master’s ruling fixing the liquidators’ remuneration at R3 250 000 was upheld.

The case authoritatively clarifies the interpretation of s 384 of the Companies Act, confirming that the prescribed tariff is not a guaranteed commission but a starting point subject to adjustment. It affirms the wide discretion of the Master to ensure liquidators’ remuneration is reasonable and proportionate, and it delineates the deferential standard applicable on review of such decisions. The judgment is significant for insolvency practice and for understanding statutory reviews of discretionary administrative decisions in South African law.