High court overturns judgment against Botha Gold M...

High court overturns judgment against Botha Gold Mine Chairperson

Oscar J Jeke

Zim Now Writer

The High Court has overturned an earlier judgment obtained by a group of minority shareholders against Botha Gold Mine chairperson, Themba Hlongwane. The decision, handed down by Justice Siyabona Paul Musithu on February 5, 2025, sets aside previous High Court judgments issued on October 3, 2024, and December 11, 2024.

The minority shareholders, led by Leonard Rwambiwa, had attempted to seize control of Botha Gold Mine in Bindura by convening a shareholders' meeting and passing resolutions to remove Hlongwane and install their own leadership. However, Hlongwane challenged the validity of the orders in both the High Court and Supreme Court, and his appeal was ultimately granted.

Botha Gold Mine has welcomed the decision, stating that the "fraudulently obtained court orders" have been rescinded, restoring Hlongwane's leadership. The company also clarified that the six individuals involved in the attempted takeover have no legal authority to represent or act on behalf of Botha Gold mine

The case highlights the challenges faced by minority shareholders in Zimbabwe. In a similar case, the Indian Supreme Court ruled in favor of the Tata Group, highlighting the limited protection offered to minority shareholders under Indian corporate law.

The rights of minority shareholders are protected under various provisions of the Companies Act 2013, including:

-Ultra Vires Act If the company management acts beyond its powers, minority shareholders can take action.²

Fraud on Majority If the majority suppresses the rights of minorities by committing fraud, minority shareholders can seek protection.

Prevention of Oppression and Mismanagement*: Minority shareholders can appeal to the Central Government, Company Law Tribunal, or court of law to prevent oppression and mismanagement.