Courts & Law · Commercial Division
A Leribe funeral company’s boardroom has become a courtroom battleground, after a rival faction completed a contested directors’ meeting before the opposing shareholders could even serve their urgent interdict application.
The High Court of Lesotho’s Commercial Division is seized with a dispute that cuts to the heart of corporate governance at Naledi Funeral Planners (Pty) Ltd, a private company registered under the laws of Lesotho and operating out of Sebothoane in Leribe. The matter, registered as CCA/0032/2026, pits five founding shareholders against a rival faction that says it was lawfully elected to run the company at an Annual General Meeting held on 16 January 2026.
At the centre of the dispute is Thabiso Madiba, the first respondent, who contends he was duly elected chairman at that AGM by a majority of shareholders and consequently appointed as a director of the company. Madiba and his co-directors say they have since been carrying out their duties without objection from the founding shareholders, communicating openly with all parties on governance and operational matters throughout early 2026.
A court order and its limits
The founding shareholders, led by Malefetsane Tlelima, tell a different story. Tlelima, who describes himself as chairman of the board and principal shareholder, obtained an interim court order in a separate application, CCA/0010/2026, before Justice Mokhesi on 29 January 2026. That order, granted by agreement between the parties, interdicted two specific AGMs from proceeding and set down a timeline for filing of affidavits and heads of argument.
Tlelima argues that the spirit of that order extended to all company meetings, that the directorship question is still sub judice, and that the Madiba faction acted in contempt by proceeding with a board meeting on 29 April 2026. Madiba’s answer is precise: the January order was limited by its own terms to two shareholder AGMs. No court, he contends, has ever prohibited the newly elected board from conducting ordinary operational meetings.
“There is no existing order of court that prohibits us from acting as lawful directors of the company.”
Thabiso Madiba, first respondent · Answering affidavit, CCA/0032/2026The meeting that proceeded anyway
The procedural facts give the respondents considerable ground to stand on. When Tlelima’s attorneys filed the urgent application on 29 April 2026, seeking to interdict a board meeting scheduled for 15:30 hours that same afternoon, the respondents were only served the following day, 30 April. The meeting had long concluded. Two independent directors, Advocate Khotso Nthontho and Mr Tedious Msipa, had been duly appointed by resolution in accordance with the company’s articles of incorporation.
Madiba’s answering affidavit is methodical in its rebuttal. He attaches the minutes of the 29 April meeting, letters of appointment for the new directors, and email correspondence confirming that shareholders, including those aligned with Tlelima, acknowledged receipt of the meeting outcomes without objection. He further notes that the company secretary, Advocate Peter Matekane, was wrong to refuse the convening instruction, given that Madiba’s directorship had not been set aside by any court order.
Four preliminary objections
The respondents raise four preliminary points that, if upheld, would dispose of the matter without reaching the merits. First, they argue the application lacks urgency because the applicants were aware of the planned meeting from 24 April 2026 and took no immediate action. Second, they invoke lis pendens, arguing that the same parties, the same subject matter, and substantially the same relief are already before the court in CCA/0010/2026, making the fresh application an impermissible duplication. Third, they argue non-joinder, noting that the two newly appointed independent directors have a direct interest in the outcome but were not cited as respondents. Fourth, they argue mis-joinder, contending that the Registrar of Companies and the Attorney General have no legal interest in what is, at its core, a private company directorship dispute.
An application that “overtook itself”
Madiba’s most pointed submission is reserved for the sequence of events on 29 April itself. He argues that by the time the application was served, the very relief it sought had been overtaken by events. The meeting had been held, resolutions passed, and directors appointed. The applicants, he says, now have no basis for a prospective interdict against a meeting that has already concluded.
On the substantive question of who legitimately governs Naledi Funeral Planners, the respondents point to AGM minutes, formal removal letters sent to the founding directors, and an unbroken record of the Madiba faction performing directorship functions since January 2026. Madiba contends that not once, until the filing of this application, did Tlelima or his co-applicants formally object in writing to the respondents’ conduct as directors.
A pattern of procedural delay
The respondents reserve their most serious criticism for what they characterise as a deliberate pattern of procedural abuse. In CCA/0010/2026, the applicants obtained an urgent interdict, benefited from court indulgences when their counsel fell ill, and then failed to appear for a scheduled status hearing on 20 April 2026. The matter has not been enrolled for hearing. The rule, the respondents argue, has lapsed by virtue of the applicants’ own inaction.
That submission touches a live nerve in Lesotho’s commercial litigation landscape, where urgent applications obtained on the strength of interim relief can lie dormant for months while the applicant retains the practical benefit of the order. The respondents say this is precisely what has happened, and that the present application is an attempt to compound the problem by obtaining a second layer of interim relief in a fresh matter, without pursuing the original case to finality.
Madiba and his co-directors are represented by M.S. Legal Minds Chambers of Maseru. They pray that the application be dismissed with costs on the attorney-and-client scale. The matter was set down before the Commercial Division on 4 May 2026. The Tribune will report further as the proceedings develop.
“`
