Palace coup or governance rescue?

The battle for Naledi Funeral Planners intensifies

TEBOHO KHATEBE MOLEFI

MASERU – A bitter corporate war is raging at Naledi Funeral Planners (Pty) Ltd, pitting newly elected directors against ousted management in a fight involving court battles, duelling board meetings and a company secretary who has flatly refused to take instructions from the man shareholders claim is now in charge.

The latest flashpoint occurred on Wednesday when directors Thabiso Madiba, Khojane Madiba, and Tšolo Seutloali convened a virtual board meeting – without the assistance of Company Secretary Advocate Peter Matekane – to appoint two independent directors.

The company secretary, who was exclusively invited to the board meeting to take minutes and guide the meeting on previous board resolutions, was absent without official leave. Similarly, the CEO, Mabote Mosoeu, was absent from the meeting without giving any excuse.

The move comes after months of governance paralysis that shareholders say has left the Leribe-based funeral services giant in a “governance vacuum.”

But in a dramatic counter-escalation, management, led by Advocate Matekane, labelled Madiba’s manoeuvres as “unlawful” and “delinquent,” with Human Resources and Administration Manager, ‘Mabasia Lefaso-Nkhetše, even going so far as to physically bar him from company premises.

The genesis of the feud

The conflict stems from a chaotic Annual General Meeting (AGM) held on January 16 at Thetsane Office Park, in Maseru.

According to reports at the time, the meeting descended into chaos when then-Chairperson Malefetsane Tlelima and Company Secretary, Matekane, walked out, allegedly abandoning the proceedings.

However, the remaining shareholders – holding a majority of the shares – refused to adjourn. Citing a quorum, they continued the meeting and passed a resolution to immediately remove five directors: Malefetsane Tlelima, Bonang Phooko, Tholo Shea, Soaile Mochaba and ‘Mamphano Tente.

In their place, the rump meeting elected Thabiso Madiba, Khojane Madiba, and Tšolo Seutloali as directors to steer the company out of what they termed financial mismanagement, including allegations of a M20 million tax concealment issue.

The court standoff

The ousted directors immediately rushed to the High Court of Lesotho on an urgent basis on January 26.

They sought interim orders to interdict the new directors from acting, prevent the Registrar of Companies from registering them and stop seven shareholders from interfering in the company.

However, in a critical legal development, the High Court declined to grant any of those interim interdicts. The court merely granted that the matter be treated as urgent but refused to suspend the shareholders’ resolutions.

This legal technicality is the linchpin of the Madiba faction’s strategy.

“In the absence of any interim orders suspending or setting aside the resolutions adopted by shareholders on January 16, the decisions taken at that meeting remain valid and operative in law,” reads a shareholder communique dated April 24.

The secretary’s revolt

Despite the lack of a court order barring them, the new board has faced a brick wall when it comes to accessing company records and instructing management.

In a series of correspondence seen by this publication, Madiba formally instructed Company Secretary Matekane to convene a board meeting on April 29 to, among others, elect independent directors to reach a quorum.

Advocate Matekane refused point-blank.

In a blistering response, titled “Purported board meeting,” Advocate Matekane argued that the issue is sub judice (under court consideration) and that the three new directors lack the power to direct the company secretary.

“The three purported elected directors… do not in themselves form a board… they lack a quorum,” Matekane wrote. He accused Madiba of “delinquency” and warned that repeated acts of governance would “trigger action.”

When Advocate Matekane refused, Madiba invoked common law and corporate provisions allowing directors to act in a vacuum.

“Your position is noted,” Madiba replied.

“The mere existence of litigation does not in itself suspend the functioning of the company… To date, no order has been issued by the court setting aside the shareholders’ resolutions.”

The board’s counter-move

With the company secretary refusing to act as an administrative officer, the three directors convened the meeting themselves on Wednesday, April 29.

Quoting Article 97 of the company’s Articles of Association – which allows continuing directors to act for the purpose of increasing their number – the trio passed a resolution appointing Advocate Khotso Nthontho and Dr Tedious Msipa as independent directors.

Furthermore, they issued a directive to management in a letter dated April 29, instructing them to recognize the newly constituted five-member board.

Management draws a hard line

Far from recognizing the new board, management has dug in its heels. In an internal memo dated April 27, 2026 (notably mis-stamped with the date “2025” in what appears to be a clerical error), Human Resources and Administration Manager Lefaso-Nkhetše issued a directive to security guards across all branches.

The memo specifically lists Thabiso G Madiba and Paul Masopha as persons prohibited from entering Naledi premises.

This directive raises significant legal questions. By barring a director who has not been interdicted by a court from entering the premises, management risks accusations of unlawful obstruction. Corporate governance experts note that the management of a company serves the board; by locking the board out, the CEO and HR are effectively paralyzing the company’s fiduciary oversight.

A governance vacuum

Corporate governance experts point out that the situation at Naledi represents a dangerous breakdown of standard protocol.

Standard corporate practice dictates that when a shareholder meeting results in a change of directorship, the company secretary is responsible for updating the register and facilitating a smooth transition. Furthermore, standard governance principles usually require management to remain neutral during ownership or board disputes, taking orders only from the lawfully seated board.

Legal analysts suggest the dispute now hinges on two specific points: 1) The “business rescue” provisions of the Articles of Association (Articles 92-102) allowing continuing directors to fill vacancies, and 2) The fact that no interdict has been served against the new directors.

If the court eventually rules that the January AGM was invalid, the resolutions passed this week could be declared void. However, by refusing to convene a meeting, and physically barring a director, management is effectively acting as the final arbiter of who runs the company – a role typically reserved for the courts or shareholders.

For now, Naledi Funeral Planners has two competing power structures – three shareholders’ picks with a piece of paper claiming authority, and a management team controlling the gates, the keys and the stamp. As the legal clock ticks, the real losers may be the policyholders waiting for funeral cover pay-outs while the directors battle in the High Court.

The matter between the removed directors (Tlelima et al) and the newly elected directors remains pending before the High Court. In the interim, no order has been granted preventing Madiba or his colleagues from acting as director.

When loyalists outlast boards

Internal director feuds – driven by ousted leaders, allegations of mismanagement and corruption, and loyalist management sabotage – have crippled successful indigenous companies, with parallels to troubled Naledi Funeral Planners.

Across several African economies, once-thriving indigenous firms have collapsed not from market competition, but from boardroom wars. A recurring pattern emerges – a founding or long-standing director is removed over claims of financial mismanagement or corruption.

Instead of a clean transition, they retain operational control through loyal top managers who actively undermine incoming directors.

This creates two parallel power structures, paralyzing decision-making, diverting funds into legal battles and eroding client trust.

Following allegations that founder-directors at Nigerian Capital Oil & Gas Industries/Capital Oil Plc misused depot revenues and engaged in controversial bank guarantees, they were removed by shareholders. However, the founders’ loyal operations and logistics managers continued running daily loading schedules, ignoring new directors’ instructions.

They diverted revenues to legal fees and media campaigns questioning the new board’s legitimacy. Within 18 months, the company lost its major supply contracts and collapsed into receivership. The parallel command structure – loyal management executing old directors’ wishes – mirrors Naledi’s situation.

At Uchumi Supermarkets in Kenya, after posting profits for decades, Uchumi fell into chaos in the 2000s when boardroom factions accused directors of procurement fraud and inventory mismanagement. Removed directors refused to vacate, rallying senior store managers (their appointees) to delay stock ordering and block new leadership from accessing financial systems.

The resulting paralysis led to supplier withdrawal, empty shelves, and eventual administration. Like Naledi, loyal management sabotaged recovery efforts, arguing that new directors lacked “institutional memory.”

Naledi was a respected indigenous funeral service provider. Reports of boardroom conflict, mismanagement and corruption claims and the removal of certain directors has triggered a familiar crisis. Removed directors allegedly continue to draw influence over senior operational staff who remain loyal to the old regime.

In all cases, the failure point is not just legal procedure but management capture. Indigenous firms often lack separation between ownership, board and operations. Removed directors exploit relational loyalty, not contracts.

For Naledi to survive, regulators or courts must physically remove loyalist holdovers and enforce asset freezes against ousted directors. Without that, the pattern of indigenous company collapse – where internal feuds override business viability – will repeat exactly.