In Re: KENYA NATIONAL ASSURANCCE CO. LTD [2000] KEHC 476 (KLR)

REPUBLIC OF KENYA

1 In The Matter Of Kenya National Assurance Co Ltd High Court Of Kenya At Nairobi December 4, 2000 Milimani Commercial Courts T Mbaluto, Judge Winding Up Cause No.18 Of 1996 December 4, 2000 T Mbaluto, Judge

This ex-parteChamber Summons has been brought by the Official Receiver under section 258 (3) of the Companies Act, rules 5 (2), 39 (2), 147 and 201 of the Companies Winding Up) rules, rules 5, 6 and 7 of the Companies (Winding Up Fees) rules and section 3A of the Civil Procedure Rules for orders that:-

1. That pursuant to paragraphs (c ) and (d) of the court order made on the 31st day of May 2000, this Honourable Court be pleased to extend the remuneration of the Special Manager at Kshs 2,600,000 per month on a statistical average all inclusive for the period commencing July 1, 2000 to December 31, 2000.

2. That this Honourable Court be pleased to confirm that the statutory fees payable to the Official Receiver on realization of the assets of the defunct Kenya National Assurance Co. Ltd (in Liquidation) is Kshs 202,896,240.

3. That this Honourable Court be pleased to apportion the said statutory fees in the sum of Kshs 202,896,240 between the Official Receiver, Kenya National Assurance Co. Ltd (In Lquidation) and the Special Manager as follows:-

(a) Fees payable to the Official Receiver - 64,518,748. 95 which constitutes Government revenue.

(b) Fees payable to the Special Manager and His team of actuaries and support staff - 138,491. 05

4. That this Honourable Court be pleased to order that the portion of Official Receiver’s fees (being Government revenue) amounting to Kshs 64,518,748. 95 be paid out of the assets of the defunct Kenya National Assurance Company Limited (In Liquidation) as provided for under the Companies Winding Up Rules.

According to the affidavit sworn on November 10, 2000 by Joseph Onyango, State Counsel in the office of the Official Receiver, the total value of the assets of the Closed Life Fund as at June 30, 1997 when the information memorandum for the sale of the Closed Life Fund was prepared amounted to Kshs 3,380,304,000. The Official Receiver has realized the assets of the defunct Kenya National Assurance Company Limited (In liquidation) and can state with certainty how much fees is payable to the Official Receiver and to the Special Manager who has been assisting him in the realization of the assets of Kenya National Assurance Company Limited.Since the Special Manager has been assisting the Official Receiver, both should share the statutory fees as provided for under the Companies Act.

Accordingly based on the total value of all the assets of the closed Life Fund as aforesaid is Kshs 3,380,304,000 the Official Receiver statutory fees on the realization of the assets of the defunct company calculated in accordance with Rule 7(b) of the Companies (Winding Up Fees) rules is:-

“(7) Where a company passes a resolution altering its objects-

(b) if such an application is made it shall-

(i) forthwith give notice of that fact to the registrar; and

(ii) within fourteen days from the date of any order canceling or confirming the alteration wholly or confirming the alteration wholly or in part, deliver to the registrar a certified copy of the order and, in the case of an order confirming the alteration wholly or in part, a printed copy of the memorandum as altered; but the court may by order at any time extend the time for the delivery of documents to the registrar under paragraph (b) for such period as the court may think proper.”

Out of that sum of Kshs 202,896,240 payable to the Official Receiver, the sum of Kshs 122,777,491. 05 has already been paid out to the Special Manager and a further sum of Kshs 15,600,000 is payable to him up to and including December 31, 2000, the sums to the apportioned to the Official Receiver is Kshs.64,518,748. 95 as shown in prayer 4 of the Chamber Summons dated November 10, 2000 and filed on November 13, 2000.

In view of what is stated above, the application is allowed as prayed. The cost of the application to be paid out of the assets of the company.