DISTRIBUTED BY VERITAS TRUST Tel: [263] [4] 794478 Fax & Messages [263] [4] 793592 E-mail: veritas@mango.zw Veritas makes every effort to ensure the provision of reliable information, but cannot take legal responsibility for information supplied. Judgment No. SC 34/18|16 Civil Appeal No. SC 165/16 are the wrongdoers and would not want the company to institute proceedings, are in effective control. The second respondent is owned by the first respondent and the third appellant in equal shares of 50 percent each. This means, if a meeting was to be called to pass a resolution for the company to sue and one shareholder votes against such a resolution, the company could not sue in its own name. It can also be established that the other shareholder was in effective negative control. According to evidence on record Marange Resources was chaired by the Secretary of Mines who authored the letter of 22 February 2016. The same Secretary also chaired the second and fourth appellants. The special grants which enabled Mbada to mine belonged to Marange Resources which is wholly owned by the second appellant. The Zimbabwe Consolidated Diamond Company, fourth appellant, which was to replace Mbada Diamonds and other diamond mining companies into mere 50 percent shareholders, is chaired by the Secretary of Mines. The Secretary’s office was responsible for crafting Government policy. It was responsible for the granting of special grants. It also was entitled to make definitive orders on mining operations as it did on 22 February 2016. In view of the above there is no doubt that, in spite of formal equality as between the two shareholders, power and control were on Marange Resources’ side. The Secretary’s word was administratively final. It was also established and proved that the third appellant as the other shareholder opposed the application. That alone made it pointless to call for a meeting to resolve that the