PROMINENT Ndola businessman Rajan Mahtani has lost his bid to control and run Zambezi Portland Cement.
Ndola High Court Judge Justine Chashi has dismissed Dr. Mahtani’s plea for a court injunction to restrain the Ventriglias, whether by themselves or agents, from holding themselves out as shareholders of the Zambezi Portland Cement Limited.
He wanted the court to make an order that he was the registered and beneficial owner of the 580, 000, 000 issued shares in Zambezi Portland Cement Limited and that the Ventriglias were not registered owners of any shares in Zambezi Portland Cement.
But Judge Chashi ruled that at some stage this claim had been virtually discontinued after the Ventriligias had entered spirited arguments against the claim.
The Ventriglia submitted that Mr. Mahtani’s conduct to continue acting as a shareholder in the face of the dispute before the court was demeaning to the court and an interference in the administration of justice as he was acting as if the court had already declared him as a winner.
The defendants further contended that allowing Mr. Mahtani to exercise legal rights meant to be exercised by undisputed shareholders of the company, would in effect, amount to a finding that he was a shareholder entitled to exercise such rights, thereby disrupting the status quo.
The defendants contended that by appointing the directors to Zambezi Portland Cement, Mr. Mahtan was purporting to exercise its right of alleged shareholder when that right was a subject of the dispute before the court.
In September, 2014, Mr. Mahtani filed a writ of summons in the High Court asking for relief after a dispute over shares and ownership of the Zambezi Portland Cement with the Ventriglia.
Mr. Mahtan wanted the court to restrain the Ventriglia from transferring their purported shares to a company known as Carmago Correa or any person whether corporate until full determination of the matter in court. On 25th November 2014, the Ventriglia’s filed a counter claim in which they were seeking relief through the court to declare that the Ventriglia’s were the only shareholders in Zambezi Portland Cement Limited.
They also wanted the court to declare that they had lawfully rescinded the agreement to transfer 58 percent of the shareholding in the company to Mr. Mahtani for reasons of fraud.
Among other things the Ventriglia were also seeking, was an order that changes made to the membership register be rectified and the filings at the company’s registry reflecting the plaintiff and Ital Terrazo Limited as shareholders be expunged from the company’s registry.
According to the affidavit of evidence, the Ventriglias asserted that through its company secretaries, Mr. Mahtani and his purported directors called for a directors’ meeting to discuss the affairs of Zambia Portland Cement.
Mr. Mahtani also contended that the Ventriglia had no prospects of success in their claim. He went further to argue that the injunction was sought for wrong purposes, saying the purpose of an injunction was to preserve or restore a particular situation until determination by substantive issues between the parties.
In delivering judgment, Judge Chashi noted that even though he had allowed Mr. Mahtani’s advocates to file arguments to the Ventriglia’s arguments, it was clear that the bulk of their arguments bordered on the main issue which could be handled before other courts.
“In determining this matter, I have carefully taken into consideration the affidavit evidence by both parties, though, as I stated earlier, most of it was out of bound and not necessary at this stage. I therefore only took in stride the evidence necessary for the determination of the application before me,” Judge Chashi said.
He said contrary to assertion by Mr. Mahtani’s advocates that he had not taken time to read the entire documents submitted, he had thoroughly read all the evidence submitted before the court.
“I therefore find the assertion that the argument by the plaintiffs that the court might not have the opportunity to go through the voluminous record startling.
“That is the duty of the court. Otherwise, how will the court be able to comprehend the issues before it, it is avoids a perusal of the entire record?” he asked.
“I would in that respect agree with the defendants (Ventriglia) that the plaintiff (Mr. Mahtani) conduct in the face of the dispute before this court is demeaning to the authority of the court and interference in the administration of justice, hence the need for the plaintiff (Mr. Mahtani) to be restrained,” he said.
Judge Chashi said he was satisfied that the case was proper for confirming an earlier ex parte.
“In view of the forestaled, I am satisfied that this is a proper case for confirming the ex parte injunction which was granted on the 28th day of May 2015 and I accordingly so order. Costs to the plaintiff,” he said.