https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/9898

**REPUBLIC OF KENYA** **IN THE HIGH COURT OF KENYA AT NAIROBI** **COMMERCIAL & TAX DIVISION** **INSOLVENCY PETITION NO. E027 OF 2022** **IN THE MATTER OF RURAL HOUSING ESTATES LIMITED** **ELESHKUMAR CHANDRAKANT GHEEWALA…….. PETITIONER** **VERSUS** **RURAL HOUSING ESTATES LIMITED……….…… RESPONDENT** **ANDSHRIKESH GHEEWALA …………..…1ST INTERESTED PARTY** **MUKTA** **CHANDRAKANT GHEEWALA …………..2ND INTERESTED PARTY** **MAMATA** **CHANDRAKANT GHEEWALA ……….…. 3RD INTERESTED PARTY** **AHMED MOHAMED LIBAN……………..…4th INTERESTED PARTY** **JUDGMENT** 1. The Petitioner, Eleshkumar Chandrakant Gheewala, a director and shareholder of Rural Housing Estates Limited, filed an insolvency petition dated 29th July, 2022, seeking orders that the company be liquidated under the Insolvency Act No. 18 of 2015, that the Official Receiver be appointed as liquidator, and that the Court grant any further orders it deems just. 2. The petition is supported by the affidavits filed on record sworn on 29th Jul 2022, the supplementary affidavit sworn on 19th March, 2025, and the Petitioner’s written submissions. The Petitioner states that the Respondent company was incorporated on 4th April, 1978, as a real estate development company with a nominal share capital of Kshs.100,000/- divided into 5,000 ordinary shares, held by Eleshkumar Chandrakant Gheewala and Mukta Chandrakant Gheewala. 3. The Petitioner contends that the company has been unable to function effectively since 2009 owing to persistent disputes among its directors and shareholders. According to him, various attempts to resolve those disputes, including court-annexed mediation in Succession Cause No. 264 of 1994 and proposals for alternative management arrangements, have proved unsuccessful. He asserts that the resulting deadlock has paralysed the company’s operations and management. 4. He further avers that the company’s assets, particularly its land in Eldoret, have been exposed to encroachment by squatters and land grabbers, while statutory obligations, including audits, tax filings, payment of land rates, rent, taxes and other liabilities, have remained unattended. He maintains that the continued management disputes have prevented the company from safeguarding its assets or settling its obligations, thereby exposing it to numerous claims and litigation. 5. In his supplementary affidavit, the Petitioner states that the petition was duly advertised in accordance with the Court’s directions and that a Statement of Financial Position was filed pursuant to the Insolvency Act. He contends that the company is unable to pay its debts as they fall due, asserting that its liabilities exceeded Kshs. 1.06 billion as at October 2022 and had increased to approximately Kshs. 1.28 billion by the time of filing the supplementary affidavit. He identifies among those liabilities legal fees, land rent and rates, insurance obligations, contingent claims relating to un-transferred properties, and debts allegedly owed to third parties. 6. The Petitioner maintains that attempts to dispose of assets and settle liabilities have failed due to the lack of consensus among the stakeholders. He therefore contends that the company is insolvent, no longer viable as a commercial entity, and that it is just and equitable that it be wound up through liquidation. 7. The Respondent opposes the petition through the replying affidavit of Shrikesh Gheewala sworn on 1st November, 2024, and the further affidavit sworn on 28th April, 2025. He contends that the petition fails to satisfy the statutory grounds for liquidation, arguing that no credible evidence has been presented to demonstrate insolvency, inability to pay debts, or an irretrievable management deadlock. He further asserts that the petition was instituted without the authority or approval of the company's shareholders, directors, or beneficial owners and without exhausting alternative remedies. 8. The Respondent also maintains that the company forms part of the estate of the late Chandrakant Shamjibhai Gheewala, and is therefore subject to ongoing proceedings in Nairobi High Court Succession Cause No. 264 of 1994. He states that the Petitioner failed to disclose the existence of a Mediation Settlement Agreement adopted as an order of the court governing the distribution of the estate, including the company’s shareholding. In his view, the petition was brought in bad faith, is intended to undermine the succession process and existing court orders, and would interfere with the administration of the estate to the prejudice of beneficiaries. 9. The Respondent further challenges the petition on procedural grounds, contending that it was not advertised within the timelines directed by the court, thereby prejudicing creditors. He disputes the Statement of Financial Position relied upon by the Petitioner, describing it as inaccurate and insufficient to establish insolvency. He argues that several of the alleged liabilities are unsupported, disputed, or legally unenforceable, including the claim by Centre Park Limited, which was founded on a judgment in Eldoret ELC No. E013 of 2022 that has since been set aside. 10. It is the Respondent’s position that the company remains solvent, with assets allegedly exceeding Kshs. 3 billion, and is capable of meeting its lawful obligations. He contends that any existing liabilities are manageable and do not justify liquidation. He further submits that issues relating to the ownership and governance of the company remain the subject of pending succession proceedings and status quo orders, such that liquidation would prejudice those proceedings. He also rejects the assertion that the presence of squatters affects the company’s proprietary rights, noting that eviction proceedings are ongoing. 11. Consequently, he argues that the petition is premature and founded on speculative and unproven claims, rather than any established and enforceable debt. 12. The 1st Interested Party opposes the petition through affidavits sworn on 27th January, 2025, and 16th July, 2025. He acknowledges the existence of disputes among the stakeholders but contends that such disputes do not establish insolvency or justify liquidation. He maintains that the company forms part of the estate of the late Chandrakant Shamjibhai Gheewala and remains subject to the proceedings in Nairobi High Court Succession Cause No. 264 of 1994, including status quo orders issued on 20th December, 2018, requiring beneficiary approval for payments and settlement of liabilities, as well as a mediation settlement adopted as an order of the court. 13. The 1st Interested Party asserts that the Petitioner has contributed to the company’s operational and financial challenges by withholding the approvals required under the status quo orders and failing to cooperate in resolving outstanding issues. He further contends that the Petitioner failed to disclose the ongoing succession proceedings and that the present petition is intended to frustrate the implementation of the succession process and prejudice the interests of beneficiaries. 14. He argues that the company’s difficulties can be addressed through alternative corporate and legal mechanisms, including valuation and buy-out of shares, and that liquidation, being a remedy of last resort, is neither necessary nor justified. He further points to pending litigation concerning the company’s register of members and warns that liquidation may result in conflicting judicial outcomes. 15. The 1st Interested Party also challenges the petition on procedural grounds, asserting that it was advertised outside the period directed by the Court and without leave, thereby prejudicing creditors. He further contends that there is no evidence that creditors were personally notified of the proceedings, and that no creditor has entered appearance. In addition, he disputes the reliability of the Petitioner’s Statement of Financial Position, arguing that it was prepared unilaterally, omitted assets subject to preservatory orders in the succession proceedings, and failed to present an accurate picture of the company’s financial position. According to him, the company remains asset-positive once the disputed claims are excluded. 16. Finally, he contends that the petition was instituted without the requisite corporate authority and is therefore procedurally defective and an abuse of the court process. In his view, the proceedings are driven by the Petitioner’s personal interests rather than any genuine insolvency concern and should consequently be dismissed. 17. The 2nd and 3rd Interested Parties opposed the liquidation petition through a Replying Affidavit sworn on 13th September, 2024. They reiterated and amplified the grounds advanced by the 1st Interested Party in opposition to the petition. 18. The 4th Interested Party similarly opposed the petition by a Replying Affidavit sworn on 16th December, 2025, by Ahmed Mohamed Liban. He deposed that he is a bona fide purchaser for value of four acres excised from Eldoret Municipality Block 15/323, pursuant to valid sale agreements with Rural Housing Estates Limited, and that he has fully paid the purchase price. He contended that, despite such payment, the Respondent has failed to complete the subdivision and transfer of the property, prompting him to institute proceedings in the Environment and Land Court (ELC Case No. E093 of 2025) seeking specific performance. 19. He further averred that the petition is defective, premature, and brought in bad faith, as it is predicated on internal disputes and operational challenges rather than proof of insolvency within the meaning of the Insolvency Act. He maintained that management disputes alone cannot justify liquidation, particularly where the company has outstanding contractual obligations and unresolved proprietary claims. He also faulted the Petitioner for failing to disclose his proprietary interest in the property. He contended that liquidation would prejudice his rights, undermine the pending ELC proceedings, and occasion irreparable loss. Accordingly, he urged the Court to dismiss the petition or, in the alternative, to stay the proceedings pending determination of the ELC suit, while preserving his proprietary interest, with costs. 20. Parties filed written submissions and proceeded to highlight their respective submissions advancing their respective positions. ***Petitioner’s Submissions*** 1. In his submissions dated 19th February, 2025, and supplementary submissions, the Petitioner supports the petition and contends that the sole issue for determination is whether Rural Housing Estates Limited should be liquidated. He submits that the company satisfies the statutory grounds for liquidation under sections 384 and 424 of the Insolvency Act, as it is unable to pay its debts and its liabilities substantially exceed its assets. 2. The Petitioner relies on the Statement of Financial Position filed with the petition and the updated financial information contained in his Supplementary Affidavit sworn on 19th March, 2025. According to the Petitioner, the company’s liabilities exceeded Kshs. 1.06 billion in 2022 and had increased to approximately Kshs. 1.278 billion by 2025, while the realizable value of its assets stood at approximately Kshs. 398.8 million. He argues that this demonstrates insolvency on both a cash-flow and balance-sheet basis and that the evidence has not been satisfactorily rebutted. 3. The Petitioner further submits that the company has been unable to carry on business since 2009 due to persistent disputes and a management deadlock between the principal stakeholders. He contends that the deadlock has paralysed decision-making, prevented effective management, hindered efforts to dispose of assets and settle liabilities, and contributed to the company’s deteriorating financial position. He further states that the company’s assets, particularly land in Eldoret, remain exposed to encroachment by squatters, land grabbers and competing third-party claims, while continuing to attract land rates, rent and other liabilities without generating income. 4. The Petitioner rejects the argument that the pending succession proceedings concerning the estate of the late Chandrakant Shamjibhai Gheewala bar these proceedings. Citing ***Pacific Frontier Seas Limited v Kyengo & Another (Civil Appeal 32 of 2018) [2022] KECA 396 (KLR) and Re Estate of Gitere Kahura & Another (Both Deceased) [2018] eKLR***, and relying on the principle of separate corporate personality, he submits that the company is a distinct legal entity from its shareholders and their estates and that the fact that its shares form part of a deceased’s estate does not preclude the Court from exercising its insolvency jurisdiction. 5. He further contends that all practical alternatives to liquidation have been exhausted, including mediation and proposals for disposal of assets to settle liabilities, which failed owing to lack of consensus among the stakeholders. He therefore maintains that liquidation is the only viable remedy. 6. Finally, the Petitioner disputes the contention that the petition is procedurally defective or unsupported by evidence. He submits that both the petition and the supporting affidavits sufficiently demonstrate the company’s inability to operate, the accumulation of liabilities, the absence of statutory compliance, and its inability to meet obligations as they fall due. He accordingly urges the Court to find that the company is insolvent and to grant the liquidation orders sought. ***Respondent’s Submissions*** 1. The Respondent opposes the petition primarily on the ground that it is procedurally incompetent for non-compliance with the statutory requirements governing insolvency proceedings. It further submits that Rural Housing Estates Limited forms part of the estate of the late Chandrakant Shamjibhai Gheewala and is the subject of ongoing proceedings in Nairobi High Court Succession Cause No. 264 of 1994. According to the Respondent, the Petitioner was aware of those proceedings and it is therefore improper to seek liquidation before issues concerning ownership and distribution of the estate have been resolved. 2. The Respondent’s principal objection concerns the alleged failure to comply with the mandatory requirements relating to advertisement of the petition. It argues that although leave to advertise was granted on 26th November, 2024, there is no satisfactory evidence that the petition was advertised within the prescribed period or that an affidavit of compliance was filed. The Respondent submits that advertisement and gazettement are fundamental safeguards in insolvency proceedings, intended to notify creditors and enable their participation, and are therefore not mere procedural technicalities. 3. Relying on ***Mercy Lovyne t/a Kavirondo Catering Services v Oyugi (Insolvency Cause E002 of 2020) [2023] eKLR, In Re Ukwala Supermarket Limited [2019] eKLR, and In the Matter of Ali Jillo Fallan (Insolvency Cause 6 of 2018) [2021] eKLR,*** the Respondent contends that insolvency proceedings are in the nature of class actions affecting creditors generally and that failure to comply with the prescribed notice requirements goes to the root of the Court’s jurisdiction. It further argues that the Petitioner failed to publish the Statement of Financial Position in the Kenya Gazette as required by the Insolvency Regulations, thereby depriving creditors of material information necessary to assess the petition. 4. Consequently, the Respondent maintains that the petition is fatally defective, that the defects are not curable under Article 159(2)(d) of the Constitution, and that the petition ought to be dismissed with costs without consideration of its substantive merits. ***1st Interested Party’s Submissions*** 1. The 1st Interested Party submits that the power to liquidate a company under the Insolvency Act is discretionary and should only be exercised where statutory requirements are strictly satisfied. He contends that the Petitioner has failed to demonstrate that the company is unable to pay its debts or to establish commercial insolvency within the meaning of Sections 384 and 424 of the Act. 2. He further submits that internal disputes between directors do not, without more, constitute sufficient grounds for liquidation. While acknowledging the existence of disagreements, he maintains that the company remains a separate legal entity capable of continuing operations and that there is no evidence it has ceased to be a going concern. Relying on ***Abdirashid Mude Ulow v Hassan Omari Kassai [2020] eKLR,*** he argues that liquidation on just and equitable grounds is only appropriate where the substratum of the company has disappeared, a genuine deadlock exists, or other exceptional circumstances are demonstrated, none of which, in his view, have been established. He adds that alternative remedies, including buy-out of the Petitioner’s shares, remain available and should be pursued before resorting to liquidation. 3. The 1st Interested Party further submits that the petition has been brought in bad faith and in non-disclosure of material facts. He contends that the company forms part of an estate subject to Succession Cause No. 264 of 1994 and is governed by status quo orders and a Mediation Settlement Agreement adopted in 2019, which provides for distribution of shareholding. He argues that the Petitioner failed to disclose these matters and is seeking to use insolvency proceedings to undermine the agreed distribution. He further asserts that any difficulties faced by the company have been caused or exacerbated by the Petitioner. He therefore urges the Court to dismiss the petition. ***2nd and 3rd Interested Parties’ Submissions*** 1. The 2nd and 3rd Interested Parties submit that the Petitioner has failed to establish any statutory ground for liquidation and has improperly sought to introduce new grounds through supplementary affidavits and submissions not pleaded in the petition. They contend that the petition was based solely on alleged suspension of business and just and equitable grounds, and that the Petitioner cannot subsequently rely on inability to pay debts without having expressly pleaded that ground under Section 424(1)(e) of the Insolvency Act. 2. They further argue that parties are bound by their pleadings and cannot introduce new causes of action or evidence outside the pleaded case. They urge the Court to disregard allegations of insolvency not properly pleaded. 3. On just and equitable grounds, they submit that the threshold has not been met, as disagreements among directors do not justify liquidation where the company remains capable of operating and alternative remedies exist. In support they cite the case of ***Abdirashid Mude Ulow v Hassan Omar Kassai [2020] eKLR***and emphasize that liquidation is an extreme remedy and should not be granted where less drastic solutions can resolve the dispute. 4. The 2nd and 3rd Interested Parties also allege bad faith and material non-disclosure, contending that the Petitioner failed to disclose the existence of the succession proceedings and the Mediation Settlement Agreement adopted by the Court in 2019 governing the distribution of shareholding. They argue that the petition is intended to circumvent the succession process. 5. They further challenge the Petitioner’s shareholding, alleging that he improperly altered the share structure to allocate himself 3,300 shares, thereby diluting the estate’s interest. They submit that his claimed majority shareholding is disputed and cannot form a basis for liquidation. They also contend that the petition was filed without notice to other stakeholders and is part of a pattern of bad faith, including instituting related proceedings through Centre Park Plaza Limited to execute against company assets in disregard of preservatory orders. They therefore submit that the Petitioner should not be permitted to rely on circumstances which he has materially contributed as a basis for seeking liquidation. 6. In conclusion, the 2nd and 3rd Interested Parties, submit that the petition is procedurally defective for non-compliance with Regulation 77B of the Insolvency Regulations, including failure to file requisite documents such as a proper statement of financial position. They urge the Court to find that the petition does not meet either substantive or procedural requirements and to dismiss it with costs. ***4th Interested Party’s Submissions*** 1. The 4th Interested Party submits that the Petitioner has failed to establish insolvency and is improperly invoking the Court’s insolvency jurisdiction to resolve disputes that are contractual and proprietary in nature. It argues that insolvency requires proof that a company is unable to pay its debts as they fall due, which has not been demonstrated. 2. It further submits that it has a legitimate proprietary interest in land owned by the Respondent, having purchased four acres from Eldoret Municipality Block 15/323 pursuant to agreements executed in 2002 and 2003 and paid the full purchase price. It states that the Respondent failed to complete the transfer, necessitating the filing of ELC Case No. E093 of 2025 for specific performance, which remains pending. 3. The 4th Interested Party contends that liquidation would prejudice its accrued rights and potentially defeat its claim in the pending proceedings. It argues that the existence of a bona fide dispute renders insolvency proceedings inappropriate, relying on **Matic General Contractors Ltd v Kenya Power & Lighting Co. Ltd [2001] eKLR and Kinyanjui Njuguna & Co Advocates v Invesco Assurance Ltd [2021] eKLR**. It therefore prays that the petition be dismissed or, in the alternative, stayed with costs. ***Analysis and Determination*** 1. The issues for determination are: 2. *Whether the petition is fatally defective.* 3. *Whether the Petitioner has established grounds for the grant of a liquidation order.* **Whether the petition is fatally defective** 1. The Respondent and Interested Parties raised several procedural objections. First, it was contended that the petition was not advertised within the period directed by the Court. Secondly, it was argued that creditors were not adequately notified of the proceedings. Thirdly, it was submitted that the Petitioner failed to comply with Regulation 77B of the Insolvency Regulations, and that the petition therefore ought to fail without consideration on its merits. 2. I have carefully considered these objections. It is not in dispute that in insolvency proceedings, advertisement serves a critical function. Liquidation proceedings affect not only the Petitioner and the company, but also creditors and other stakeholders, and for this reason, they are properly described as class remedies as submitted by the Respondents. In **Re Ukwala Supermarket Limited [2019] eKLR*,*** the Court underscore the centrality of compliance with statutory notification requirements in safeguarding the participatory rights of creditors. 3. That said, procedural requirements must be interpreted purposively rather than mechanistically. The central inquiry is whether the alleged non-compliance has occasioned prejudice of such magnitude as to render the proceedings incurably defective. The record demonstrates that the petition was ultimately advertised, albeit outside the initially prescribed timelines. 4. More importantly, the parties most directly affected by the proceedings, namely the Respondent Company, its directors, beneficiaries, and the Interested Parties, duly entered appearance, filed extensive affidavits, and fully participated in the proceedings. The Court has had the benefit of considering voluminous material, including affidavits, supplementary affidavits, written submissions, and oral highlights from all parties. 5. Significantly, no creditor has come forward to assert that he or she was denied an opportunity to participate due to the delay in advertisement. Neither has any party demonstrated actual or substantive prejudice arising from the alleged procedural lapses. In the absence of such prejudice, the procedural objections lose much of their force. 6. Guided by Article 159(2)(d) of the Constitution, which enjoins courts to administer justice without undue regard to procedural technicalities, I am not persuaded that the irregularities complained of are of such gravity as to vitiate the entire petition. While compliance with insolvency procedures is important and ought to be encouraged, the Court must guard against elevating procedural lapses into substantive barriers where no demonstrable injustice has been occasioned. 7. Accordingly, I find that the petition is properly before the Court and that the procedural objections raised do not dispose of the matter. **Whether the Petitioner has proved grounds for granting a liquidation order** 1. The Petitioner seeks the liquidation of the Company on the basis that it has been unable to conduct business since 2009 owing to internal disputes among its directors; that liabilities continue to accrue; that the Company has failed to meet its statutory obligations; and that it is either unable to pay its debts or, alternatively, that it is just and equitable that it be liquidated. 2. These assertions are vigorously contested by the Respondent and the Interested Parties, who maintain that the Company remains solvent, possesses substantial assets, and that the present proceedings are an extension of longstanding family disputes arising from the estate of the late Chandrakant Shamjibhai Gheewala. They further contend that the Company’s challenges are capable of resolution through alternative mechanisms and do not warrant liquidation. 3. The Court’s jurisdiction to order liquidation is founded upon Section 424 of the Insolvency Act, which sets out the circumstances under which a company may be liquidated. Section 424 (1)of the Insolvency Act 2015 reads as follows: **“424. (1) A Company may be liquidated by the Court if-** **(a) The Company has by special resolution resolved that the Company be liquidated by the Court.** **(b) Being a public Company that was registered as such on its original incorporation has not been issued with a trading certificate under the companies Act 2015, more than twelve months has elapsed since it was so registered.** **(c) The Company does not commence its business within twelve months from its incorporation or suspends its business for a whole year. Except in the case of a private Company limited by shares or by guarantee the number of members is reduced to below two.** **(d) The Company is unable to pay its debts.** **(e) The Court is of the opinion that it is just and equitable that the Company should be liquidated.** 1. The Petitioner principally relies on section 424(1)(d) and (e), namely, inability to pay debts and the just and equitable ground. 2. Regarding whether the company is unable to pay its debt, Section 384 of the Insolvency Act defines the circumstances in which a company is deemed unable to pay its debts, including both the cash-flow test and the balance-sheet test. In the present case, the Petitioner contends that the Company is insolvent both on a cash flow basis and on a balance sheet basis. 3. As was observed in **Kenya Artisans Limited v Chemical & Allied Workers Union [2021] eKLR,** a company is cash-flow insolvent if it is unable to meet its debts as they fall due, regardless of the value of its assets. Conversely, under the balance-sheet test, insolvency is established where the company’s liabilities exceed its assets, taking into account contingent and prospective liabilities. 4. The Petitioner relies on a Statement of Financial Position dated 6th October, 2022, and subsequent supplementary material, which indicate that the Company’s liabilities stood at approximately Kshs. 1.06 billion in 2022 and had increased to approximately Kshs. 1.28 billion by March 2025. These liabilities are said to comprise land rent, land rates, legal fees, insurance claims, contingent liabilities, and third-party claims. The Petitioner also exhibited numerous land rent invoices to demonstrate the existence of longstanding statutory arrears. 5. There is no doubt that the Company has accumulated substantial liabilities and that certain statutory obligations have remained unpaid overtime. It is equally evident that disputes affecting the Company have given rise to multiple claims and litigation. These matters are largely undisputed. 6. However, the mere existence of liabilities does not, without more, establish insolvency. The statutory test under Section 384 of the Insolvency Act is not whether the Company owes debts, but whether it is unable to pay them as they fall due. 7. In the present case, a substantial portion of the liabilities relied upon by the Petitioner remains disputed. Of particular significance is the Centre Park Plaza claim, which constitutes a major component of the alleged indebtedness, and which the Respondent contends is founded on a judgment that has since been set aside. Other claims, including legal fees, directors’ claims, and alleged reimbursements to the Petitioner, are similarly contested. 8. This Court reiterates the well-settled principle that insolvency proceedings are not a forum for the determination of disputed debts. As held in **Matic General Contractors Ltd v Kenya Power & Lighting Co. Ltd [2001] eKLR**, the court emphasized that insolvency proceedings should not be used as a substitute for ordinary civil litigation where genuine disputes exist concerning the alleged debt. 9. Further, the evidence before Court demonstrates that the Company holds substantial immovable assets, including multiple parcels of land. While the precise valuation is contested, it is not disputed that the Company’s asset base is significant. The Respondent places the value at over Kshs. 3 billion, and even the Petitioner acknowledges the existence of numerous properties. 10. Taken together, the evidence paints a picture not of a company devoid of means to satisfy those obligations, but of one whose operations have been paralysed by internal disputes. In those circumstances, I am not satisfied that the Petitioner has established inability to pay debts within the meaning of Section 384 of the Insolvency Act. 11. The Petitioner alternatively relies on the just and equitable ground. It is evident from the record that there exist longstanding disputes among family members who are beneficiaries of the estate of the late Chandrakant Shamjibhai Gheewala. These disputes have undeniably affected the management of the Company and have given rise to allegations of deadlock, failure to hold meetings, and inability to make key decisions. 12. However, the existence of disputes among shareholders or directors does not, without more, justify liquidation. As observed in **Abdirashid Mude Ulow v Hassan Omar Kassai [2020] eKLR,** liquidation on just and equitable grounds is an exceptional remedy, to be invoked only where no reasonable alternative exists. 13. The critical question, therefore, is whether the circumstances have rendered the continued existence of the Company untenable, or whether alternative remedies remain available. 14. In answering this question, several considerations are relevant. First, the Company retains substantial assets and there is no evidence that its substratum has been lost or that its objects cannot be achieved. Secondly, the disputes are inextricably linked to ongoing succession proceedings in Succession Cause No. 264 of 1994, in which issues of ownership and control are yet to be conclusively determined. Thirdly, there exist pending proceedings touching directly on the Company’s affairs and assets, including disputes relating to shareholding and proprietary claims over the Company’s land, as well as pending litigation before the Environment and Land Court. 15. Fourthly, the disputes are, in substance, intra-family disputes among family members and beneficiaries. Liquidation would not necessarily resolve these disputes and may in fact complicate the resolution of proprietary and beneficial interest questions presently before other competent courts. 16. Most importantly, the material before the Court does not demonstrate that alternative remedies have been exhausted. These include implementation of the mediation settlement, conclusion of the succession proceedings, valuation and buy-out arrangements, and resolution of disputes concerning the Company’s management and shareholding structure. The just and equitable jurisdiction is not intended to provide a convenient avenue for disengagement where viable alternatives remain. 17. Viewed holistically, the evidence establishes dysfunction and prolonged conflict, but falls short of demonstrating that liquidation is the only viable remedy. Accordingly, I am not satisfied that the threshold for liquidation on the just and equitable ground has been met. 18. Even assuming that a ground for liquidation is established, the grant of a winding-up order remains a discretionary remedy and is among the most drastic remedies in company law, effectively bringing the life of a company to an end. 19. In the present case, the Company possesses substantial assets; its ownership and management remain intertwined with ongoing succession proceedings; and its affairs are the subject of multiple pending suits. The alleged indebtedness is substantially contested, and the evidence does not establish commercial insolvency. 20. In these circumstances, the Court is not persuaded that liquidation would serve the interests of justice. On the contrary, it risks prejudicing rights that are yet to be determined and undermining ongoing processes aimed at resolving the underlying disputes. 21. Consequently, this Court declines to exercise its discretion in favour of liquidation. The Petition dated 29th July, 2022, is hereby dismissed with costs. 22. Orders accordingly. ***Delivered, Dated and Signed virtually this 2nd day of July, 2026*** **RHODA RUTTO** **JUDGE** **Court Assistant: Wabwire** **Ms. Mukui holding brief for Mr. Kimamu Kuria for 2nd and 3rd Interested Party** **Ms. Kale holding brief for Mr. Nyanga for the Petitioner** **Ms. Kabura holding brief for Mr. Kisala for the 1st Interested Party** **Mr. Chirchir holding brief for Mr. Songok for 4th Interested Party** **Mr., Ogutu for the Respondent**