HIGH COURT BLOCKS ABEL NG’ANDU TO CONTROL COMPANY

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Posted by admin on April 22, 2026 at 3:51 AM

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The High Court has dismissed an attempt by businessman Abel Ng’andu to invoke a derivative action in order to assert control over the affairs of Ng’andu Consulting Limited, dealing a significant blow to his legal strategy.

Delivering the ruling at the Commercial Registry in Lusaka, Judge Lastone Mwanabo found that Ng’andu’s application failed to meet the legal threshold required under the Companies Act for initiating proceedings on behalf of a company.

The Court noted that the application appeared to be an effort to sidestep established corporate governance procedures.

Ng’andu, who holds a 51% majority stake, argued that absenteeism by fellow shareholders and directors had made it impossible to convene meetings and pass resolutions.

He sought leave to unilaterally constitute a quorum and push through decisions, including the removal and appointment of directors and a company secretary.

The respondents opposed the move, describing it as a calculated attempt to consolidate power and marginalize other stakeholders.

They admitted to boycotting meetings but justified their actions, claiming Ng’andu’s proposed resolutions were designed to replace directors with individuals aligned to him, including a family member deemed unqualified.

The Court sided with the respondents, stressing that derivative actions are meant to protect the interests of the company, not advance personal agendas.

It emphasized that such remedies cannot be used to resolve internal disputes or enforce control where proper corporate mechanisms exist.

Judge Mwanabo pointed out that the Companies Act provides alternative remedies, including recourse to the Registrar, for situations where meetings cannot be convened. Ng’andu’s reliance on a derivative action was deemed legally misplaced and procedurally flawed.

Legal analysts say the ruling reinforces the principle that majority shareholders are not above corporate governance rules.

“This judgment sends a clear message: the courts will not entertain applications that attempt to disguise personal control battles as actions taken in the interest of the company,” said one Lusaka-based corporate lawyer.

The decision leaves Ng’andu with limited immediate options and raises broader questions about governance and internal cohesion within Ng’andu Consulting Limited. For now, the Court’s stance affirms that corporate disputes must be resolved within the framework of the law, not through unilateral maneuvers dressed as legal necessity.