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The High Court sitting at Ndola has dismissed a petition to wind up Sun Pharmaceuticals Limited, ruling that the petitioners had no legal standing and that the dispute had already been decided by Zambia’s superior courts years ago.
In a ruling delivered on June 8, 2026 under Cause No. 2024/HN/093, Lady Justice Chocho upheld an application by majority shareholder Uddit Sadhu to set aside the petition, dismissed the matter entirely, and awarded costs against the petitioners.
The petition was brought by Zambia Modern Enterprises Limited and by John Kawadilu Kalenga and Mususu Mambo Kalenga, suing as joint administrators of the estate of the late John Kalenga, who died on September 3, 1993.
They claimed the late Kalenga had been a shareholder and creditor of Sun Pharmaceuticals, and alleged that a member of the Sadhu family had fraudulently altered the company’s shareholding to exclude him.
The Court found no evidence for either claim. Applying the Supreme Court’s standard in _Sithole v State Lotteries Board_ (1975), Lady Justice Chocho held that the petitioners failed to prove the claimed shareholding or debt.
“The Petitioners allege that the Late John C.M Kalenga was a Shareholder and the shareholding structure was fraudulently changed to exclude the late John C.M Kalenga. In the absence of evidence to show that the deceased was indeed a Shareholder and evidence pointing to fraud, I am of the considered view that the Petitioners’ averment as relates to the shareholding cannot be sustained,” Judge Chocho said.
She added that the official PACRA record listed the company’s shareholders as Sadhu Uddit, Sadhu Nimisha and Sadhu Indira, and the petitioners’ own exhibits did not show the late Kalenga as a shareholder.
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Without a proven interest, the Court found the petitioners had no standing under Section 56(1) of the Corporate Insolvency Act No. 9 of 2017 to petition for winding-up.
“I am of the considered view that the Petitioners have failed to prove the claimed shareholding and that the deceased was a Creditor,” Judge Chocho said.
The Court also found the matter res judicata. It noted that the Kalenga family’s claims against the Sadhu family were determined and dismissed by the Court of Appeal under Appeal No. 152/2018, and the Supreme Court dismissed the appeal under SCZ/8/34/2019.
Citing BP Zambia Plc v Interland Motors, the Court said a litigant must not keep “hauling the same opponent over the same matter before various courts.”
The ruling closes the last active front of insolvency proceedings brought against the company across three High Courts since February 2024.
The Court granted the petitioners leave to appeal.
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