A legal battle is unfolding at Salima Sugar Company Limited (SSCL) after a recent court order challenged the validity of its leadership structure, specifically the position of executive chairman.
Currently, the position, which does not exist in the company’s structure, is held by Wester Kosamu, who is also the firm’s chief executive officer.
The ruling by deputy chairperson of the Industrial Relations Court (IRC) in Mzuzu, Anthony Kapaswiche, states that SSCL’s Memorandum and Articles under Article 100 provide for the position of managing director.
Reads the ruling dated April 1 2025: “Mr. Kosamu states that the position of the executive chairman emanates from the same Article 100. The court will need to understand during trial as to whether the said executive chairman position does exist and what is the role of the position, if at all it exists? Again, just on the face of it, the position of executive chairman seems not to be provided for in the Memorandum and Articles of the respondent.”
Lawyers for SSCL, Chris and Legal, have argued that there is a need to isolate the interest of the company from that of the executive chairman, as the court’s approach risks making adverse pronouncements that could cost Kosamu his employment without due process.
The legal team further observes that the court’s pronouncements have serious implications beyond “the parties to the case” and have urged the Attorney General (AG) to join the case, citing broader consequences for government shareholders.
The legal battle on the status of SSCL’s executive chairman comes two years after Audit Consult, who were appointed as forensic auditors, found that the firm misappropriated over $30 million through dubious deals in the previous years.
AG Thabo Chakaka-Nyirenda told a press briefing in Lilongwe then that his office was working to recover the money and bring to book perpetrators involved in corruption.
Following the corruption scam, the Greenbelt Authority (GBA) terminated its shareholding deal in SSCL with AUM Sugar and Allied Limited of India.
A letter signed by GBA chief executive officer Eric Chidzungu said the results of the forensic audit revealed that the shareholding agreement had been breached.
At the heart of the current legal battle is a case involving the company’s former chief security officer Osman Kapida who was fired in 2024 over allegations of negligence, incompetence and serious misconduct.
The court ruled in Kapida’s favour on April 1 2025, declaring his dismissal unlawful due to the absence of a legally-constituted board at SSCL or its parent company, Green Belt Authority. The court halted his dismissal pending a decision on the substantive action.
Kapida attempted to return to work on April 3 2025, but was reportedly blocked by the company secretary Charles Thupi and acting chief finance officer Jimmy Kanyangala.
He has since filed a contempt motion to commit Kosamu, Thupi and Kanyangala to prison for defying the court’s reinstatement order.
A copy of the Notice of Motion for the Application for Committal to Prison for Contempt of Court, dated April 10 2025, which Weekend Nation has seen, shows the applicant was scheduled to move the court on April 17 2025.
Reads Kapida’s affidavit in support of the application: “That upon noticing that the respondent herein was not formally writing me to resume duties following the order, I unilaterally reported for duties on the 3rd day of April 2025. That I was, however, denied access to the office premises by the respondent’s company secretary, Charles Thupi and the respondent’s acting chief finance officer Jimmy Kanyangala for the reason that I am no longer an employee of the respondent.”
A letter from Kapida’s lawyer, Emmanuel Mbulo, dated April 1 2025 demands Kapida’s immediate reinstatement and payment of missed entitlements, arguing that Kosamu “has no mandate to execute business for SSCL”.
In response, SSCL’s lawyers questioned the validity of addressing demands to a “headless management” and a “non-existent board”.
In an interview this week, the AG, who was copied Mbulo’s letter, said the court has not yet issued a definitive ruling.
The AG linked Kapida’s case to broader “theft allegations,” which say that employees accused of theft “cannot be trusted” and “should not hide behind technicalities”.
Said Chakaka-Nyirenda: “We remain committed to upholding the rule of law and ensuring that governance and compliance matters are addressed appropriately. Salima Sugar is a government entity. Theft of public assets is theft from us all.”
In a letter dated April 2 2025, addressed to Mbulo, SSCL’s lawyers noted that while the ruling was meant to address interim relief, it implied broader governance issues, including claims that “no board of directors existed or exist at Salima Sugar”, raising doubts about ex-officio members’ authority.
Reads the letter: “According to your observation, the person currently holding the topmost position of the company and to who your client was reporting, holds a non-existent position and has no mandate to make any decisions. If this position is correct, should he be the one to act on the order? Your letter is directed to the company secretary—in what capacity? Is it as a member of the non-existent board or the headless management? If management, should he bypass the said executive chairman?”
SSCL was established in 2015 as a public private partnership between the Malawi Government with a 40 percent stake and AUM Sugar and Allied Limited of India with 60 percent stake.
However, in 2023, Malawi Government terminated the shareholding due to alleged breach of contract after a forensic audit revealed that $35 million (about K61 billion) invested in the company could not be accounted for.
