Lawrence Thiong’o Kagicha, Epharus Wanjiru Mburu & Charles Muriungi Kariaki v Registrar of Companies, Attorney General, Herbert Njuguna Mwangi. John Mwangi Mwaura, Simon M. Macharia, Mary Wanjiru Ndun’gu, Lucy Muthoni Maina, Ephantus Karunge Njuguna, Agnes Njeri Mukunda & Joseph Muithe Chege [2014] KEHC 7046 (KLR)

No. 199/2014

REPUBLIC OF KENYA

IN THE HIGH COURT OF KENYA AT MACHAKOS

MISC CIVIL CASE NO. 268 OF 2013

1. LAWRENCE THIONG’O KAGICHA

2. EPHARUS WANJIRU MBURU

3. CHARLES MURIUNGI KARIAKI.............................APPLICANTS

VERSUS

1. THE REGISTRAR OF COMPANIES

2. THE ATTORNEY GENERAL

3. HERBERT NJUGUNA MWANGI

4. JOHN MWANGI MWAURA

5. SIMON M. MACHARIA

6.  MARY WANJIRU NDUN’GU

7.  LUCY M UTHONI MAINA

8.  EPHANTUS KARUNGE NJUGUNA

9.  AGNES NJERI MUKUNDA

10. JOSEPH MUITHE CHEGE ...............................RESPONDENTS

RULING

The Application for leave to apply for orders of certioraridirected to the Registrar of Companies to quash the proceedings of the Annual General Meeting and results of the elections of 28th June, 2013 and consequences/orders thereof, namely change of Directors filed thereafter has been made expartepursuant to the provisions of Order 53 and (2) of the Civil Procedure Rules.

It is premised on grounds that :-

The purported Annual General Meeting of 28th June,2013was void ab initio, ultra virescontrary to the law and in particular the provisions of the Companies Act, having been called only two months after the previous Annual General Meeting of the Company.

The Registrar of Companies, by her conduct or otherwise, was biased against the ex parte applicants, as they were not given an opportunity to participate, contribute or  otherwise be part of the proceedings and the subsequent elections held on 28th June, 2013.

The said meeting was held in private residence of one of the interested parties who was actually elected as the Chairman of the Company.

Further, in support of the application is a Statutory Statement made by the applicants and the affidavit verifying facts stated.

Proceedings of the meeting and the consequential notice of change of directors took place on the 28th June, 2013.  The application herein was filed on the 15th November 2013.  Six months had not lapsed from the time the proceedings were conducted. Consequently, the application is meritorious.  I therefore grant leave sought as prayed.

DATED, SIGNEDandDELIVEREDatMACHAKOSthis 12THday of FEBRUARY, 2014.

L.N. MUTENDE

JUDGE