THE Court of Appeal has reversed the Lusaka High Court judgement delivered by judge Sunday Nkonde in May 2018, which held that the Ventriglias were the only shareholders of Zambezi Portland Cement Limited.
Court of Appeal judge Mwiinde Siavwapa, who read the judgment on behalf of the court, yesterday said judge Nkonde misdirected himself in law and fact when he held that Ital Terrazzo Limited, a private company belonging to Antonio and Manuel Ventriglia, were the only shareholders in Zambezi Portland Cement.
This was in a matter of the shares and management of Zambezi Portland Cement of which Dr Rajan Mahtani’s firm, Finsbury Investment Limited, and Ital Terrazzo Limited both made claims of ownership.
Dr Mahtani claimed to own 58 per cent of shares in ZPC.
He also claimed that the total paid up capital share of ZPC had already been paid by his firm, Finsbury Investment Limited, while Ital Terrazzo did not pay.
But Ital Terrazzo had asked the High Court to declare that it lawfully rescinded the agreement to transfer 58 per cent of the shareholding in the company to Finsbury Investment Limited for reasons of alleged fraud.
In the High Court, judge Nkonde found that Ital Terrazzo Limited was the only shareholders in ZPC.
Judge Nkonde stated that the transfer of Ital Terrazzo’s shareholding to Finsbury Investment Limited in ZPC was improperly done.
He added that Ital Terrazzo had proved its case on a balance of probabilities to warrant the first declaratory order sought.
The judge had also ordered that changes made to the membership register be rectified and the filling of the companies registry reflecting Finsbury Investment limited and Ital Terrazzo as shareholders be expunged from the company registry.
Dr Mahtani appealed against judge Nkonde’s decisions.
And judge Siavwapa said Dr Mahtani was the majority shareholder with 58 per cent shares whilst the Ventriglias own 42 per cent shares as the minority shareholder.
He said this was in line with the shareholders agreement entered between the parties in January 2017.
On allegations of forgery, judge Siavwapa dismissed the allegation and held that it was in fact an established practice in Zambezi Portland Cement Limited of mechanically placing signatures on documents as Claudio Ventriglia had mechanically placed similar signatures on employment contracts for members of staff who were recruited from India by ZPC.
The court advised parties to proceed to regularise the sale of shares, which took effect in December 2006 in line with the shareholders’ agreement of January 2007 within three months from the date of judgement.