Access Financial Services Limited (In Liquidation) v Faustin Mwenya Kabwe and 3 Ors (2023/HPC/0401) (29 August 2025) – ZambiaLII

IN THE HIGH COURT FOR ZAMBIA 2023/H PC/0401 ,, AT THE COMMERCIAL REGISTRY HOLDEN AT LUSAKA (Civil Jurisdiction) IN THE MATTER OF: ACCESS INVESTMENTS LIMITED IN THE MATTER OF: SECTIONS 64, 82 (3), 85 (1), 96 AND 98 OF THE COMPANIES ACT NO. 10 OF 2017 IN THE MATTER OF: AN APPLICATION BY A COMPANY MEMBER FOR AN ORDER TO CONVENE MEMBERS' AND DIRECTORS' MEETING ( IN THE MATTER OF: AN APPLICATION FOR AN ORDER OF APPOINTMENT OF DIRECTORS OF ACCESS INVESTMENTS LIMITED PURSUANT TO SECTION 96 OF THE COMPANIES ACT, NO. 10 OF 2017 BETWEEN: ACCESS FINANCIAL SERVICES LIMITED (IN LIQUIDATION) APPLICANT ANO FAUSTIN MWENYA KABWE 1sr RESPONDENT EDWARD SHAMUTETE RESPONDENT 2ND AARON CHUNGU RESPONDENT 3RD ACCESS INVESTMENTS LIMITED 4rH RESPONDENT Coram: before Hon Lady Justice Irene Zeko Mbewe For the Applicant: Mr. Z. Phiri of Messrs Lydna Mataka and Partners For the Respondent: Mr. Banda of Messrs Simeza Sangwa & Associates RULING Cases referred to: 1. Mbazima v Tobacco Association ofZ ambia SCZ Appeal No 8 of 2021 Rl I P ,1 [! e 2. Hup Construction Pte Limited v China Jingye Engineering Corporation Limited and Another [2025] 1 SLR 175 3. Herman Kibler v Apollo Agriculture Holdings Limited Selected Judgment No 26 of2018 4. Shell Petroleum Development Company of Nigeria Limited v Amadi and Company and Others [1991] 1 NWLR 627 5. Minnesota Mining and Manufacturing Co v Johnson and Johnson Limited [1976] RPG 671 6. Novartis AG v Hospira UK Limited [2013] EWCA Civ 583 7. Alhaji Maheed Odutola v Chief Mrs M Togonu-Bickersteth and Others [2022] LPELR 57574 (CA) ( 8. Harton Ndove v National Educational Company of Zambia Limited [1980] ZR Legislation and works referred to: 1. Companies Act, No 10 of 2017 2. High Court Rules, Cap 27 of the Jaws ofZ ambia 3. Rules of the Supreme Court of England 1965, 1999 Edition (White Book) 4. John McGhee's 'Snell's Equity' Thomson Reuters Introduction [1] The Respondents seek an order of interlocutory injunction pending the hearing and determination of the appeal, pursuant to Order 59 rule 13 of the Rules of the Supreme Court, 1965 (1999 Edition). By the said order, the Respondents seek to restrain the Applicant from taking any of the following action: i. convening a members' or directors' meeting for the fourth Respondent; ii. disposing of the assets or business of the 4th Respondent; and iii. interfering in the management and business of the 4th Respondent. I R2 Page [2] The 1st Respondent deposed that on 9th June, 2023 Bank of Zambia commenced this action through the liquidation manager seeking, among other things, an order to convene a directors' meeting and shareholders' meeting to transact various business including appointment of new directors and company secretary. [3] On 21st August, 2024 judgment was delivered in which it was directed that the Applicant could convene a directors' meeting and shareholders' meeting within 30 days from the date of the judgment. [4] Aggrieved with the judgment of this Court, the Respondents ( launched an appeal in the Court of Appeal on 12th September, 2024. Prior to the appeal, the Applicant wrote to the 1st Respondent on 29th August, 2024, through his Advocates, asking him to appoint a proxy in respect of the shareholders meeting to be convened by the Applicant. [5] On 3rd September, 2024 the 1st Respondent requested for the agenda of the meeting to enable him determine the appropriate person to appoint as proxy. The Applicant sent the proposed agenda on 19th September, 2024 which is the same as the one sent on 22nd December, 2022. ( [6] According to the deponent, the Applicant intends to install Ms. Freda Tamba and Mr. Kapaso Mumbi as directors of the 4th Respondent and are likely to pass a resolution to sell the property known as Mambilima House, the 4th Respondent's only remaining asset. [7] Furthermore, that employees of the Bank of Zambia who have acted as liquidation managers of the Applicant and who the Applicant intend to appoint as directors for the 4th Respondent have mismanaged the R3 I Page Applicant and failed to account for assets which have been under their control since 2003 when Bank of Zambia took possession of the Applicant. [8] It is deposed that there is no matter in the High Court where Bank of Zambia has been asked to account for operations of Access Investments Limited, one of the Applicant's subsidiaries. [9] It is deposed that the Supreme Court and Court have found evidence of mismanagement by Bank of Zambia employees of the Applicant as disclosed in the Banks Audit Report that could be relied upon by the company's shareholders to challenge the liquidation process which ( evidence the Bank of Zambia tried to conceal. In view the findings of the Supreme Court, it will not be in the interest of the 4th Respondent to allow Bank of Zambia employees to take over management of the 4th Respondent. [1 O] Furthermore, there are other cases in which the Respondents are challenging the liquidation schedule upon which the Bank of Zambia's intended takeover of the 4th Respondent is founded. [11] The said liquidation schedule has not yet been sanctioned by the court to allow the Applicant to take over the management of the 4th Respondent in the winding up process. Unless the Applicant is restrained from convening the meetings to take over the running of the 4th Respondent, the 4th Respondent will suffer irreparable harm if the intended resolutions are passed. Affidavit in opposition [12] Kapaso Mumbi, the liquidation manager, deposed to the affidavit in opposition in which he averred he is advised by the Applicant's Advocates IP R4 age that they were not obligated to share an agenda with the 1st Respondent ,, within 30 days from the date of the judgment dated 21st August, 2024, and did it as out of courtesy. [13] According to the deponent, there is nothing on record to suggest that the deponent or Ms. Freda Tamba have mismanaged the affairs of the Applicant or to account for the Applicant and its sister companies' assets. [14] The Respondents, in paragraph 10 of the supporting affidavit, have brought issues of alleged mismanagement of asset which were never raised in the main matter as such it is irregular to raise them for the first in ( this application. [15] The deponent is advised by Counsel that the proposed appointment of directors of the 4th Respondent was raised by the Applicant in the main matter but the Respondents did not raise allegations of mismanagement of assets. [16] The issues of mismanagement raised by the Respondents are vexatious as there has never been any pronouncement that the directors committed the alleged acts. [17] Further, that the 4th Respondent is a subsidiary of the Applicant, and ( proceedings under cause number 2014/HP/0099 are centered on a property dispute between the Applicant and 4th Respondent. [18] According to the deponent, the Supreme Court judgment "FMK6" shows Mr. Mwansopelo, who had mismanaged the Applicant's affairs, had been removed from position of liquidation manager. [19] It is deposed that he was appointed as the Applicant's liquidation manager on 28th September, 2021 and his appointment was extended. RS I Page Further, the 1st Respondent has not produced any evidence to substantiate the vexatious assertion that the deponent has mismanaged the affairs of the Applicant. The Respondents have failed to avail cogent or compelling reasons to warrant the grant of an injunction pending appeal. [20] Furthermore, the Respondents' appeal has no prospects of success as the grounds of appeal touch on matters comprehensively addressed in a judgment dated 21st August, 2023, a ruling by this Court dated 28th September, 2023, and by a single judge of the Court of Appeal in a ruling ( dated 13th December, 2023. [21] That the 4th Respondent has had no company secretary since 12th January, 2023 and has, since incarceration of the 1st and 3rd Respondent, not been able to function as a company as it has no directors to form the quorum. [22] It is deposed that the judgment of this Court dated 21st August 2024, directed that the Applicant convenes a directors' meeting. Thus, the injunction will be detrimental to the interests of the 4th Respondent. Affidavit in reply ( [23] In retort, the 1st Respondent averred that the issue of mismanagement of the Applicant is evidence of special circumstances necessary for the grant of an injunction pending appeal. [24] It is further deposed that the 1st and 3rd Respondents are no longer incarcerated following their presidential pardon on 24th October, 2024. IP R6 age Skeleton arguments [25] Skeleton arguments were filed by the parties herein which were most insightful and have informed the determination of this application. The same are on record and shall be referred to in the course of the Ruling. Hearing [26] At the hearing of the application, Counsel for the Respondents relied on the affidavit evidence, skeleton arguments and list of authorities and augmented that there are novel issues on a point of law raised in the ( appeal. [27] Counsel for the Respondent submitted that the application has met the three requirements pending appeal, that is, it raises a novel point of law, discloses special circumstances and there is need to maintain the status quo. [28] In response, Counsel for the Applicant relied on the affidavit evidence, skeleton arguments and list of authorities. Counsel submitted there were no novel points of issues raised in the appeal and therefore no basis to grant the injunction pending appeal. ( [29] Counsel for the Applicant retorted that the Applicant commenced the action as a majority shareholder in the 4th Respondent and is a distinct entity from the Bank of Zambia. Further, that no novel issues have been raised. [30] Reference was made to section 90 of the Companies Act No 1 O of 2017 that a company carrying on business for more than 90 days with less than 2 directors commits an offence. That the 4th Respondent at present R7 I Page as fewer than the prescribed directors. It is canvassed that granting the injunction pending appeal will only aid the 4th Respondent in its continuous breach of the Companies Act. [31] In reply Counsel for the Respondents reiterated his arguments that the appeal raises a novel point of law and the mere fact it was determined twice does not negate the fact it is a recondite point of law as there has been no appellant Court addressing issues raised by the Respondents regarding interference of a non-financial entity in the 4th Respondent and referred to section 128 of the Banking and Financial Services Act. ( [32] Further, that the Respondents have shown special circumstances and that if the injunction is not granted, it will be rendered nugatory nor is the appeal fanciful or vexatious. Therefore, the Court was beseeched to confirm the ex parte injunction pending appeal. [33] Counsel for the Applicant sought to have paragraphs 10, 11 and 12 expunged from the affidavit in support as the issues raised were never canvassed in the main matter. Analysis and decision [34} I have considered the respective affidavits, lists of authorities and ( skeleton arguments by the parties. The Respondents application is made pursuant to Order 59 rule 13 Rules of the Supreme Court, 1999 Edition which provides as follows: "( 1) Except so far as the court below or the Court of Appeal or a single judge may otherwise direct- (a ) an appeal shall not operate as a stay of execution or proceedings under the decision of the court below; RS [ Pa ge (b) no intermediate act or proceedings shall be invalidated by an appeal" [35] This provision refers to a stay of execution and yet the Respondents have applied for an injunction. Explanatory note Order 59/13/5 Rules of the Supreme Court, 1965 (1999 Edition) refers to a stay of an injunction pending appeal. Whilst Order 27 of the High Court Rules, Cap 27 of the laws of Zambia generally provides for injunctions. [36] In Mbazima v Tobacco Association of Zambia 111 the Supreme Court exercised its inherent discretion and ignored some of the ( irregularities manifest in the manner in which the motion was presented. The Court shall therefore exercise its inherent discretion and proceed to determine the application. [37] It is important to note that the factors for consideration in granting the injunction sought by the Respondents are akin to those of an order for a stay of execution pending appeal. The two are merely two sides of the same coin, as similar principles should apply to the test for the grant of such an injunction. This was recognised by the Singaporean case of Hup Construction Pte Limited v China Jingye Engineering Corporation ( Limited and Another. < 2 > [38] As to whether this Court has power to grant an injunction pending appeal, the case of Herman Kibler v Apollo Agriculture Holdings Limited 3 was referenced by Counsel for the Respondents in support of <> the proposition that a Court is imbued with such jurisdiction. [39) Counsel for the Respondents further referred to the Nigerian case of Shell Petroleum Development Company of Nigeria Limited v Amadi and Company 14 > where the Court stated: I R9 Pag e "the jurisdiction to grant an injunction pending appeal is inherent in superior courts. The injunction is granted subject to the discretion of the court, which must be exercised judicially and judiciously, based on established principles, with a singular aim of achieving justice between the parties." [40] The parties have recognised that an injunction is granted at the discretion of the Court. In this regard in the Herman Hibler v Apollo Agricultural Company the Supreme Court held that: (supra) ''The injunction is granted subject to the discretion of the court, ( which must be exercised judicially and Judiciously based on established principles, with a singular aim of achieving justice between the parties." [41] On this score, the Court in administering equity as envisaged under section 13 of the High Court Act, Cap 27 of the laws of Zambia has jurisdiction to entertain and determine the application for the grant of injunctive relief to serve the ends of justice. As to whether the ends of justice will be met is dependent on the prevailing facts and circumstances. [42] The record shows the Applicant commenced an action against the Respondents on 9th June, 2023 by way of originating summons seeking the following reliefs: i. That Ms. Freda Tamba and Mr. Mumbi Kapaso of Lusaka, in the Lusaka province of the republic ofZ ambia be appointed as directors of the 4th Respondent pursuant to section 96 of the Companies Act, No. 10 of2 017; ii. That there be convened a Members/Shareholders' meeting for the 4th Respondent pursuant to section 64 of the Companies Act, No. 10 R10 I Page of 2017, to transact various businesses including removal and appointment of directors; iii. That there be convened a directors' meeting for the 4th Respondent pursuant to section 64 and 82 (3) of the Companies Act, No. 10 of 2017, to transact businesses including appointment of a new company secretary; iv. That one member/shareholder holding at least seventy-five percent (75%) of the shareholding in the 4th Respondent shall constitute a quorum for purposes of the members'lshareholders' meeting alluded to in (2) above and shall be entitled to pass company ( resolutions; v. That two (02) directors of the 4th Respondent shall constitute a quorum for purposes of a directors' meeting alluded to in (3) above and shall be entitled to pass board resolutions; vi. That all notices to directors and/or members of the 4th Respondent relating to the meetings alluded to in (2) and (3) above shall be served in accordance with section 62 (3) of Act No. 10 of 2017, and where personal service is not possible, the notices shall be circulated by way of advertisement in a newspaper of wide ( circulation at least seven (7) days before the meeting is convened; vii. An injunction restraining the Respondents, whether by themselves, their servants or agents or otherwise from passing any resolutions on behalf of the 4th Respondent, until this matter is finally determined by the court; viii. Any other relief or order the court may deem fit; and ix. Costs. Rll IP age [43] From the authorities above, the onus is on the Respondents to show cogent and compelling reasons to warrant the grant of the injunction pending appeal. The decision whether or not to grant an injunction requires a balancing exercise of the rights of the parties. [44] In a judgment dated 21st August, 2024 the Court found in favour of the Applicant and granted an order that there be convened a members'/shareholders' meeting to transact various businesses including removal and appointment of directors within 30 days from the date of judgment. Aggrieved with the decision of this Court, on 12th September, ( 2024, the Respondents launched an appeal in the Court of Appeal. [45] The Respondents now seek an order of injunction pending appeal. By the said order of injunction, the Respondents seek to restrain the Applicant from convening a members' or directors' meeting for the 4th Respondent; disposing the assets or business of the 4th Respondent; and interfering in the management and business of the 4th Respondent. [46] The type of injunction the Respondents seek is aimed at preventing the situation from changing in a way that would render the appeal, if successful, pointless or ineffective. [47] The test to apply when granting an injunction pending appeal was set out in the case of Minnsesota Mining and Manufacturing Co v Johnson and Johnson t5l_ In the words of Birss J, he aptly summarised that one of the considerations is the balance of justice. The Court further expounded at page 676 as follows: "It is not in dispute that where a plaintiff has at first instance established a right to a perpetual injunction, the court has a discretion to stay the operation of that injunction pending an I R12 Page appeal by the defendant against the judgment. On what principles ought such a discretion to be exercised? The object, where it can be fairly achieved, must surely be so to arrange matters that, when the appeal comes to be heard, the appellate court may be able to do justice between the parties, whatever the outcome of the appeal may be. Where an injunction is an appropriate form of remedy for a successful plaintiff, the plaintiff, if he succeeds at first instance in establishing his right to relief, is entitled to that remedy upon the basis of the trial judge's findings of fact and his application ( of the law. This is, however, subject to the defendant's right of appeal. If the defendant in good faith proposes to appeal, challenging either the trial judge's findings or his law, and has a genuine chance of success on his appeal, the plaintiff's entitlement to his remedy cannot be regarded as certain until the appeal has been disposed of. In some cases, the putting of an injunction into effect pending appeal may very severely damage the defendant in such a way that he will have no remedy against the plaintiff if he, the defendant, succeeds on ( his appeal. On the other hand, the postponement ofp utting an injunction into effect pending appeal may severely damage the plaintiff. In such a case a plaintiff may be able to recover some remedy against the defendant in the appellate court in respect of this damage in the event of the appeal failing, but the amount of this damage may be difficult to assess and the remedy available in the appellate court may not amount to a complete indemnity. It may be possible to do justice by staying R13 I Page the injunction pending the appeal, the plaintiffs position being suitably safeguarded. On the other hand, it may in some circumstances, be fair to allow the injunction to operate on condition that the plaintiff gives an undertaking in damages or otherwise protects the defendant's rights, should he succeed on his appeal. In some cases, it may be impossible to devise any method of ensuring perfect justice in any event, but the court may nevertheless be able to devise an interlocutory remedy pending the decision of the appeal which will achieve the highest available measure of fairness. The appropriate ( course must depend upon the particular facts of each case." [48] In the later English case of Novartis AG v Hospira UK Ltd (5>, the English Court of Appeal elucidated that the considerations to apply in the granting of an interim injunction pending appeal are as follows: (1) The Court must be satisfied that the appeal has a real prospect of success. (2) If the Court is satisfied that there is a real prospect of success on appeal, it will not usually be useful to attempt to form a view as to how much stronger the prospects ofa ppeal are, or to attempt to give ( weight to that view in assessing the balance of convenience. (3) It does not follow automatically from the fact that an interim injunction has or would have been granted pre-trial that an injunction pending appeal should be granted. The Court must assess all the relevant circumstances following judgment, including the period of time before any appeal is likely to be heard and the balance of hardship to each party if an injunction is refused or granted. R14 IP age (4) The grant of an injunction is not limited to the case where its refusal would render an appeal nugatory. Such a case merely represents the extreme end ofa spectrum ofp ossible factual situations in which the injustice to one side is balanced against the injustice to the other. (5) As in the case of the stay of a permanent injunction which would otherwise be granted to a successful claimant, the Court should endeavour to arrange matters so that the Court of Appeal is best able to do justice between the parties once the appeal has been heard. [49] In determining the application before me, I shall adopt the above ( approach. It is evident that competing interests are at play. [50] Counsel for the Respondents posits there is a novel point of law relating to the mismanagement of the 4th Respondent. Counsel for the Respondents argues that the Court in its Judgment allowed the Applicant to hold a shareholders meeting. That in the absence of an injunction, the Applicant will be at liberty to pass a resolution, and new directors may be appointed in the face of findings of mismanagement against the Bank of Zambia. On the Applicant's part it retorts that the previous liquidator was removed and therefore there is no basis for such apprehension. ( [51] In my view the issue of mismanagement was not raised in the main matter and cannot be raised on appeal as rightly canvassed by Counsel for the Applicant who sought to have paragraphs 10, 11 and 12 of the supporting affidavit expunged. Though I did not expunge the paragraphs, they have not added any value to the Respondents. RlS I Pa ge [52] In the Herman Kibler case the Court explained that to warrant (supra), the granting of an order of injunction pending appeal, the recondite point of law is: " ... one which, having regard to the substance of the appeal, if a stay is not granted and the case is eventually decided in favour of the appellant the resultant circumstances would have made it wiser that a stay should have been granted.,, [53] What is a novel point of law? It is said to be recondite, obscure, abstruse or little known as elucidated in the case of Alhaji Maheed ( Odutola v Chief Mrs M Togonu-Bickersteth and Others 7 However, Cl_ even where there is a novel point of law, each case must be decided on its circumstances. [54] Counsel for the Respondents submits that the appeal raises and discloses substantial points of law and are recondite to justify the grant of an interim order of injunction pending appeal. These relate to the reliefs sought by the Applicant which would amount to regulation and interference with a non-financial institution in the 4th Respondent; that the action was ultra vires section 128 of the Banking and Financial Services ( Act; and the Court failed to determine all the issues in controversy between the parties. Novel point of law and prospects of success on appeal [55] In this respect, this Court dealt with the issue of the involvement of the Applicant in the 4th Respondent and I am inclined to agree with Counsel for the Applicant that there is no novel point of law raised by the Respondents. IP R16 age [56] It is a well-established principle of law that the grant of an interlocutory injunction requires the Respondent herein to demonstrate the existence of a serious dispute between the parties, and that, based on the evidence presented, there is a genuine likelihood of success on appeal. [57] In other words, the correctness of this Court's decision has to be tested in the appellant Court. In such applications, the Court s.hould tread cautiously when considering the grounds of appeal and whether they disclose substantial issues. It is sufficient if the ground of appeal raises a ( point of law on the face of it. Further, I have to consider whether the prospects of success are real as opposed to fanciful or vexatious. This does not mean conducting or embarking on a mini-trial but whether on the fact of it there are prospects of success on appeal nor going to the extent of reviewing my own Judgment or defending it. [58] The grounds of appeal tether or revolve around the loci standi of the Central Bank and whether they can interfere in the affairs of the 4th Respondent. Counsel for the Respondents contends that this Court failed to consider the reliefs sought by the Respondents which would amount to regulation and interference with a non-financial institution in the 4th ( Respondent. [59] In other words, the Respondents are inter alia questioning the loci standi of the Applicant through the powers of a liquidator appointed by Bank of Zambia. This was specifically raised in paragraph 10 of the Respondents opposing affidavit to the Applicant's originating summons. I find the issue is not vexatious or fanciful as loci standi may go to the root R17 IPa ge of the dispute. I find the test has been met on prospects of success on appeal. Special circumstances [60] The second issue is that the Respondents herein must disclose special circumstances as to why an injunction should be granted. In the case of Shell Petroleum Company Limited of Nigeria v Ahmide and Others it was stated that special circumstances may include where (supra) the subject matter of the dispute will be destroyed if an injunction is not granted; where a situation of hopelessness would be foisted on the Court ( especially the Appellant Court whether execution will paralyse the right of appeal; whether appeal will be rendered nugatory and where execution will prevent a return to status quo if the appeal succeeds. [61] Counsel for the Applicant submits that the resolutions the Applicant seeks to pass are not contrary to law and is within its prerogative. Much as that maybe the position, I have to consider that if the_appeal succeeds, it would be rendered nugatory as new directors would have been appointed and resolutions passed and the Applicant may not have had the loci standi to undertake some of the actions it intends to do. This would be ( detrimental to the Respondents leaving them in a state of hopelessness whilst the appeal is pending. This in my view is a special circumstance. Preservation of status quo [62] Counsel for the Respondent argues on another limb that the injunction should be granted to maintain the status quo pending determination of the appeal. That the Bank of Zambia, through the liquidation manager, is seeking to carry out the business of the 4th Respondent a non-financial service provider whose aim is to allegedly sell IP R18 age off the asset of the 4th Respondent. Further, that a liquidation schedule is the subject of High Court proceedings. l shall not be drawn into delving in such issues at this stage of the proceedings. (63] In describing the meaning of status quo, reference was made to the learned authors of John MCGhee, Snell's Equity as follows: "The status quo refers to the period immediately preceding the issue of the writ (or the notice of motion is substantially later) and not the period before the conduct which led to the litigation." [64] A statement of the principle on status quo was expressed in the case ( of Harton Ndove v National educational Company of Zambia Limited where the Supreme Court stated: (Bl ''The object of an injunction is to maintain a status quo. This has been the principle upon which an interlocutory injunction is granted for a long time, certainly as recognised by Cotton L J in the case of Preston v Luck at page 505 where he says: ''This is an application only for an interlocutory injunction, the object which is to keep things in status quo, so that, if at the hearing the Plaintiffs obtain a judgment in their favour, the defendants will have ( been prevented from dealing in the meantime with the property in such a way as to make that judgment ineffectual." [65] From the above passage, it is my understanding that where a status quo is maintained, it entails the suspension of the declared rights of the Applicant herein. The effect of this will be to protect the Respondents rights from being violated pending the appeal so as to avoid making the appeal nugatory or ineffectual. R19 I Page [66] Therefore in relation to the present facts, and in balancing the interests of the parties herein or the injustices that an injunction may cause, if an injunction pending appeal is not granted, the Applicant will proceed to convene meetings, appoint directors and pass any resolutions it deems fit. The effect on the Applicant is should I decline to grant an injunction, will delay the appointment of directors. It may also inconvenience the Applicant in running the affairs of the 4th Respondent. On the other hand, if the injunction is not granted and the appeal succeeds, the Respondents stand to suffer a greater injustice. The Court has to consider minority rights are not overridden by the majority rights of ( the Applicant should it turn out that the Applicant has no loci standi. Flowing from the above, I am of the firm view that the Respondents have disclosed special circumstances. Appeal not to be rendered nugatory [67] Another consideration in whether or not to grant an injunction, is that the substratum of the appeal should not be lost. [68] From the circumstances herein, I am of the view that the Respondents stands to suffer irreparable harm and prejudice if the ( Applicant is not restrained by way of injunction pending appeal as it would have gone ahead to pass resolutions, which as earlier alluded to in the preceding paragraphs, may have dire consequences for the Respondents should it turn out that it had no loci standi to take any action and this may unravel all actions and powers exercised by the Applicant in the 4th Respondent. It is on this basis that the appeal can be rendered nugatory. The Respondents have met the criteria. R20 I Page Decision [69] In light of the foregoing, and in keeping with the principles I have highlighted, the Respondents have met the criteria to warrant this Court to confirm the injunction pending appeal. The application is successful. [70] Both Counsel tried to sway me into going into issues whether or not the two directors were pardoned and the applicability of Article 97 (1) of the Constitution of Zambia on conditional or unconditional release. For obvious reasons, I am reluctant to express any opinion on those issues as I have to stay in my lane (so to speak) and the application has been ( considered in the context of the guidelines on injunctions pending appeals. [70] Consequently, the ex-parte order for interim injunction granted on 20th September, 2024 is confirmed. [71] I make no order as to costs. Delivered under my hand at Lusaka this 29th day of August, 2025. IRENE ZEKO BEWE HIGH COURT JUDGE ·"1' !:'--? ~}'. '.:.' ,, ,...: f 1 7,- '.!•'II~ < j I,,. / ..1u -.aN ~~1 r.7 I - •. l!s11xA R21 I Pag e