In a strongly-worded ruling delivered on 1st April 2026, the Court of Appeal fired a powerful warning shot at litigants, lawyers and lower courts who have increasingly weaponised ex-parte applications and winding-up petitions as instruments of corporate aggression rather than genuine legal remedies.
The three-judge panel comprising Lady Justices A. M. Banda-Bobo, A. N. Patel S.C., and Y. Chembe delivered the ruling in Application No. 007/2026, arising from shareholder wrangles over two companies — Ng’andu Consulting Limited and ALD Plant and Fleet Management Limited.
A WINDING-UP PETITION USED AS A WEAPON
A winding-up petition was filed on 19th November 2025. Within 24 hours, the Ndola High Court granted an ex parte order appointing a provisional liquidator with, in the Court of Appeal’s words, “wide unbridled powers” — and without the mandatory return date required by Rule 8(3) of the Companies Winding-Up Rules 2004. When pressed, Respondent’s Counsel confirmed his firm had drawn the order this way, yet remained unapologetic.
The provisional liquidator’s conduct drew sharp judicial criticism — the Court describing him as “bizarre” and “trigger-happy.” Within days he moved to seize company bank accounts, copied the court’s Marshal to the presiding judge in correspondence with banks, and began referring to the companies as “In Liquidation” before any winding-up order had been made. Within a week he had obtained leave for contempt proceedings against named bank officials — while the applicants’ urgent application to challenge his appointment remained entirely unheard. The Court of Appeal found this conduct “oppressive to the Applicants.”
THE COURT DRAWS THE LINE ON EX PARTE ABUSE
The Court expressed strong displeasure at a growing culture of ex parte litigation that has “mushroomed in the Courts,” reiterating that such applications are only appropriate where there is a genuine emergency or the other party is unknown — not as a procedural shortcut deployed for tactical advantage between known parties.
“We frown on the practice of conducting litigation in our adversarial system of law, primarily by way of ex parte applications.” — Court of Appeal, 1 April 2026
In reaching this conclusion, the Court drew on the Supreme Court’s landmark judgment in Fred M’membe and Post Newspapers Limited (In Liquidation) v Mboozi and Others (Appeal No. 07/2021, 17th February 2022), which established that the appointment of a provisional liquidator is “one of the most intrusive interim remedies in the court’s armory,” must be subject to “utmost vigilance and fairness,” and must be dismissed where the petition is being used to settle personal scores or give the alleged creditor a commercial advantage.
Asserting jurisdiction under Order 59 Rule 14(4) of the Rules of the Supreme Court of England on account of special circumstances, the Court set aside the single judge’s ruling, confirmed the stay of the provisional liquidator’s appointment, and directed that the matter be re-allocated to a different judge.
SUN PHARMACEUTICALS: THE ANATOMY OF A COORDINATED ASSAULT
The Ng’andu ruling mirrors a deeply troubling pattern most comprehensively documented in the ongoing legal assault against Sun Pharmaceuticals Limited Zambia — the most egregious known example of the weaponisation of Zambia’s corporate insolvency framework against a legitimate, solvent business.
The Ulterior Motive: At the heart of every proceeding — across Ndola, Livingstone and Lusaka — lies a single common purpose: to redirect a substantial Judgment Debt owed to Sun Pharmaceuticals away from its legitimate owners, the Sadhu family, and into the hands of those orchestrating the campaign.
The insolvency framework has been used not to address genuine financial distress, but to intercept and divert company funds under the guise of legitimate insolvency process.
Court papers have revealed that the Kalenga family — who had previously lost their claims against the Sadhu family comprehensively before Zambia’s Superior Courts of Law (Cause Nos. 2018/HP/1056; Appeal No. 152/2018; Application No. 35/2019; SCA/8/34/2019) — are the orchestrators of the campaign now being waged through proxies: individuals claiming to be former employees owed money for periods stretching back up to four decades, deployed to file successive insolvency proceedings the moment prior proceedings are extinguished.
THE NDOLA HIGH COURT: THE FIRST FRONT — CAUSE NO. 2024/HN/93
In February 2024, the Kalenga family first sought an ex parte winding-up order in the Livingstone High Court, on exactly the same grounds and through the same legal team. When Livingstone declined, the strategy relocated to Ndola, where it met with a more favourable reception. This was not the pursuit of a genuine legal remedy. It was a search for a compliant jurisdiction.
A provisional liquidator — Mr Tresphord M. Kabanga — was appointed the very next day without any papers being served on the company. Within two weeks, Keith Mweemba Advocates — purporting to act for Sun Pharmaceuticals — wrote to the Government of Zambia demanding that escrow funds owed to the company be paid into the lawyers’ own bank account.
Mr Kabanga had been accredited by PACRA as an insolvency practitioner only fourteen days before his appointment — on 14th February 2024 (Accreditation No. 820230119). That a newly accredited practitioner was appointed ex parte to exercise sweeping powers over a substantial commercial enterprise within a fortnight of accreditation raises serious questions about the basis on which the appointment was sought and granted.
The company’s application to set aside the petition has still not been heard, as the Ndola High Court itself acknowledged in November 2025:
“It is noteworthy that to this day, the application by [Uddit Sadhu] to set aside the winding up petition that was filed on 2nd April, 2024 remains unheard on account of a myriad of applications filed by either [the Kalenga Family] or [Friday Ngoma].” — Judge Mwale, Ndola High Court, November 2025
THE LIVINGSTONE HIGH COURT: A SECOND FRONT — CAUSE NOS. 2024/HL/29 & CAZ/08/379/2024
A further application was launched in April 2024 by a Mr John Musheta — identified as a Kalenga proxy — represented by lawyer Lewis Mosho, the very same legal practitioner who had acted in the Ndola proceedings. Critically, this application was designed to appoint the very same individual — Mr Tresphord M. Kabanga, whose Ndola appointment had already been stayed — now as Business Rescue Administrator. An ex parte order appointing the Administrator General of Zambia as Interim Business Rescue Administrator was nonetheless obtained, triggering formal engagement with the Solicitor General and multiple government departments regarding the winding-up of a solvent company that had not been served with any process. The Livingstone High Court struck out the action and quashed the appointment on 23rd July 2024
THE LUSAKA HIGH COURT: OPENING NEW FRONTS AS OTHERS CLOSE — CAUSE NOS. 2024/HP/1249 & 2024/HPC/0911
On the very same day the Livingstone proceedings were dismissed, a fresh application was filed without notice in the Lusaka High Court by Mr Patrick Shinga — also a Kalenga proxy — seeking to convene a creditors’ meeting. The proposed chair of that meeting and Scheme Manager was, once again, Mr Tresphord M. Kabanga: the same individual who had been stayed as provisional liquidator in Ndola and intended as Business Rescue Administrator in Livingstone. Three courts. Three legal mechanisms. One proposed appointee. The Lusaka proceedings were ultimately struck out on 20th January 2026. A further business rescue application by Mr Friday Ngoma was struck out on 26th February 2026.
Three courts. Three legal mechanisms. Three different proxies. One proposed appointee. One ultimate objective: to seize control of a Judgment Debt belonging to a solvent company whose legitimate owners had already prevailed in the Superior Courts.
THE POST NEWSPAPERS PRECEDENT: A WARNING ALREADY GIVEN — AND IGNORED
The Sun Pharmaceuticals saga does not arise in a legal vacuum. It follows, with remarkable fidelity, a pattern of conduct that Zambia’s Supreme Court had already examined, condemned and declared void — in a judgment delivered four years earlier, involving the same legal practitioner.
In M’membe v Mboozi (Appeal No. 07/2021, 17th February 2022), the Supreme Court — comprising Malila CJ, Wood and Chinyama JJS — declared the liquidation of The Post Newspapers Limited “a faux” and the liquidator’s actions “of no legal effect whatsoever.” The liquidator at the centre of that case was Mr Lewis Chisanga Mosho — the same legal practitioner who represented the petitioners in the Ndola winding-up proceedings against Sun Pharmaceuticals in 2024.
The Supreme Court in 2022 declared the Post Newspapers liquidation “a faux” and its liquidator’s actions “of no legal effect whatsoever.” Two years later, the same practitioner was back — with the same playbook.
In Post Newspapers, Mr Mosho was appointed as provisional liquidator ex parte on the very day the petition was filed. He then terminated the company’s chosen lawyers — Messrs Nchito & Nchito — replacing them with Messrs Lewis Nathan Advocates, a firm in which he personally had an interest as a partner. Using that firm, he engineered a consent judgment confirming himself as substantive liquidator, without any inter partes hearing, and proceeded to discontinue all applications filed by the shareholders challenging his appointment. The Supreme Court identified this as one of three instruments used to “gag” the appellants: ex parte proceedings; the dealing judge’s willful failure to hear their protestations; and a consent judgment contrived by the liquidator himself to foreclose resistance.
The Supreme Court found that Mr Mosho, “being related to the law firm which he appointed to represent the company in liquidation, was as liquidator, engaged in hazardous proceedings, paying little regard to fairness and good judgment.” It referred the matter to a different judge, and directed that Mr Mosho be joined as a third party to the proceedings to face consideration of his possible personal liability. It held that the passage of time had not sanitised the wrongful manner in which the liquidation was conducted.
The parallels with Sun Pharmaceuticals are structural, not coincidental. In both cases: a winding-up petition was used as the vehicle; a provisional liquidator was appointed ex parte without the company being served; legitimate owners were excluded from proceedings; and the ultimate objective appears to have been the interception of funds. The Court of Appeal’s April 2026 ruling reinforces the M’membe principles. But reinforcement of principle without enforcement of accountability is only part of what justice requires. The question of what became of the Supreme Court’s 2022 direction that Mr Mosho face consideration of personal liability before the High Court demands a concrete answer.
A CALL FOR SYSTEMIC REFORM
Together, the Ng’andu ruling, the Sun Pharmaceuticals saga and the M’membe precedent expose systemic vulnerabilities in Zambia’s insolvency framework: the ease of obtaining ex parte orders without mandatory return dates; the absence of gatekeeping mechanisms against tactical winding-up petitions; inadequate oversight of provisional liquidators; and the willingness of different courts to entertain parallel proceedings without inquiring whether similar actions are already pending elsewhere.
Perhaps most strikingly, there are currently no mechanisms to detect or prevent the deliberate recycling of the same proposed insolvency appointees across multiple courts and legal vehicles — a gap the Sun Pharmaceuticals case has exposed with devastating clarity. A person whose provisional liquidator appointment has been stayed in one court can, the next day, be proposed as business rescue administrator in another and as creditors’ meeting chairman in a third. The law, as presently constituted, offers no safeguard against this. Nor does it prevent a practitioner whose entire conduct in a prior liquidation has been declared void by the Supreme Court from continuing to act in new insolvency proceedings against other companies.
The Law Association of Zambia, PACRA, the judiciary’s leadership and Parliament must act.
Until they do, the Corporate Insolvency Act will remain vulnerable to exploitation as a weapon of corporate dispossession.
A MESSAGE TO THE PROFESSION AND THE BENCH
The message from the Court of Appeal is clear: Zambia’s courts will not serve as an arsenal in corporate power struggles. Lawyers who draft ex parte orders without mandatory return dates, provisional liquidators who exceed their mandates before confirmed, business rescue administrators appointed over solvent companies, and courts that accommodate one side while sidelining the other’s urgent applications — all face increasing scrutiny from the appellate bench.
The ruling has drawn a line. The question now is whether the profession, the courts, the legislature — and the regulatory bodies responsible for those who practice insolvency law in Zambia — have the resolve to hold it.
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N’gandu_Consulting_Limited___Others_vs_David_Mwale_Ruling
