Timothy Maponga
Fidelis Munyoro
Chief Court Reporter
THE High Court has reinstated Francesco Marconati and Mark Andrew Hughes as directors of DGL Investments Number Five (Pvt) Ltd following a legal dispute over their purported removal.
The judgment, delivered by Justice Mphokiseng Dube in Bulawayo, declared the removal of the applicants void and ordered their immediate reinstatement.
The case arose from allegations that the applicants were unlawfully removed as directors of DGL through the filing of a CR6 return on August 4, 2024.
The applicants argued that the filing, which indicated their resignation, was invalid as it did not follow due process outlined in the Companies and Other Business Entities Act (Chapter 24:31).
They contended they were neither invited to a meeting to discuss their removal nor had they resigned voluntarily.
The pair stated that their removal was done without proper notice, a valid resolution, or consultation with shareholders.
Furthermore, they claimed the changes were affected by the third respondent, Xing Ming Chang, whose signature appeared on the disputed CR6 return.
DGL and Hidden Spring Investments (Pvt) Ltd did not oppose the application. Xing, the sole opposing party, argued that the applicants lacked locus standi (legal footing) and that the matter required oral evidence due to material disputes of fact.
However, the court found Xing’s arguments vague and unsupported by evidence. Justice Dube noted that Xing failed to deny key allegations, including his role in effecting the changes to the CR6 return.
The court ruled that the removal of the applicants was a nullity, as it violated Section 202 of the Companies and Other Business Entities Act and the articles of association of the first respondent.
Justice Dube emphasised that corporate governance principles and natural justice were ignored in the process.
The court also dismissed Xing’s objection to the applicants’ affidavits, expunging Mr Hughe’s affidavit but stating that this did not affect the merits of the case.
The applicants successfully demonstrated a direct and substantial interest in their positions as directors and satisfied the requirements for a declaratory order under Section 14 of the High Court Act [Chapter 7:06].
The ruling restores the applicants to their positions as directors of DGL. Costs of the suit were awarded to the applicants.
Madzima and Co Law Chambers represented the applicants, while Guwuriro and Associates acted for Xing.
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