[2024] KEHC 637 (KLR)

In re Fai Amario Omar alias Peter Gilber Njoroge Ng'ang'a (Deceased) (Succession Cause 354 of 2010) [2024] KEHC 637 (KLR) (31 January 2024) (Ruling)

Neutral citation: [2024] KEHC 637 (KLR)

Republic of Kenya

In the High Court at Nakuru

Succession Cause 354 of 2010

SM Mohochi, J

January 31, 2024

Ruling

1. The deceased Fai Amario Omar Alias Peter Gilber Njoroge Ng’ang’a died on 23rd May, 2010 and left behind quite a substantial estate. A Grant of Letters of Administration intestate in respect of the estate of the deceased dated 23rd September, 2010 was granted to Miki Ng’ang’a Njoroge, Sheena Euston Amario and Marsha Dee Amario Mohamed.

2. What is before Court for determination is, the consent dated 20th July, 2023 to have the Summons for Partial Confirmation of Grant dated 15th February 2023 confirmed, the objection to the confirmation, and the consent thereto and the subsequent proposal by the 3rd Administrator in opposition of the consent and the Partial Confirmation of Grant.

3. The Summons for Partial Confirmation was filed as a result of several application filed in the matter from the beneficiaries to wit; Affidavit of Protest dated 18th October, 2021, Summons for Rectification of Grant dated 27th June, 2022 and the Summons for Rectification of Grant dated 4th May, 2023.

Brief Background 4. An Affidavit of Protest dated 18th October, 2021 was filed by Sheila Wangari seeking to be included as a beneficiary of the estate of the deceased.

5. Summons for Rectification of Grant dated 27th June, 2022 was filed by Miki Ng’ang’a Njoroge seeking to have James Ng’ang’a Kamau to be included as one of the beneficiaries of the estate of the deceased.

6. On 30th June, 2022 Matheka J. issued directions that the Administrators of the estate were do file Summons for Confirmation of Grant

7. Summons for partial confirmation of Grant dated 15th February, 2023 was filed by Bernice Njeri Kamau, a beneficiary, seeking that some of the beneficiaries

8. Summons for Rectification of Grant dated 4th May, 2023 was filed by Salome Wanjiku Mwangi and Debbie Jolly Amario seeking to also be included as beneficiaries of the estate of the deceased.

9. The beneficiaries with the exception of Marsha Dee Amario 3rd Administrator, agreed on settlement of the Affidavit of Protest dated 18th October, 2021, Summons for Rectification of Grant dated 27th June, 2022 and the Summons for Rectification of Grant dated 4th May, 2023.

10. Pursuant to the agreement to settle, the said beneficiaries entered into a consent dated 20th July, 2023 Summons for Partial Confirmation of Grant which states as follows: -That by Consent, of all Parties, it is agreed as follows:1. That the deceased estate shall be distributed to all known beneficiaries, that is to saya.Bernice Njeri Kamau;b.Debbie Amario;c.James Ng’ang’a Kimani;d.Salome Wanjiku Mwangi;e.Miki Ng’ang’a Njoroge;f.Sheena Euston Amario;g.Marsha Amario;h.Yuri Gibert Amario;i.minor HGA;j.Sheila Wangari2. That the deceased estate shall be shared and distributed as followsa.Bernice Njeri Kamau shall benefit with a portion of 11. 85% of the deceased estate;b.Debbie Amario shall benefit with a portion of 11. 85% of the deceased estate;c.James Ng’ang’a Kimani shall benefit with a portion of 11. 85% of the deceased estate;d.Salome Wanjiku Mwangi shall benefit with a portion of 5% of the deceased estate;e.Miki Ng’ang’a Njoroge shall benefit with a portion of 11. 85% of the deceased estate;f.Sheena Euston Amario shall benefit with a portion of 11. 85% of the deceased estate;g.Marsha Amario shall benefit with a portion of 11. 85% of the deceased estate;h.Yuri Gibert Amario shall benefit with a portion of 11. 85% of the deceased estate;i.HGA (particulars withheld) shall benefit with a portion of 6. 05% of the deceased estate;j.Sheila Wangari shall benefit with a portion of 6% of the deceased estate;3. That Sheila Wangari’s Affidavit of Protest dated 18th October, 2021 be marked as settled and the protester be and is hereby regarded as a beneficiary of the deceased estate who shall benefit from the said estate as per clause 2 (j) of this consent.4. That pursuant to the summons For Rectification of Grant dated 27th June, 2022 filed by one of the administrators Miki Njoroge, James Ng’ang’a Kimani be and is hereby regarded as a beneficiary of the deceased estate who shall benefit from the said estate as per clause 2 (c) of this consent.5. That Pursuant to the Summons for Rectification of Grant dated 4th May, 2022, Salome Wanjiku Mwangi and Debbie Jolly Amario, be and are hereby regarded as beneficiaries of the deceased estate who shall benefit from the said estate as per clause 2 (d) and (b) of this consent.6. That the Summons for partial Confirmation of Grant dated 15th February, 2023 be and is hereby confirmed and the distribution be done as per clause 9 of the Affidavit in support of the Summons for Partial confirmation of Grant sworn by Bernice Njeri Kamau excluding Naivasha/Mwichiringiri Block 4/3356 and Naivasha/Mwichiringiri Block 4/3357 which properties shall be distributed in the final distribution.7. That the properties which are subject of the Partial Confirmation of Grant are the following;a.Naivasha/Mwichiringiri Block 4/3370;b.Naivasha/Mwichiringiri Block 4/3371;c.Naivasha/Mwichiringiri Block 4/3372; andd.Naivasha/Mwichiringiri Block 4/33738. That the proceeds of the aforementioned properties amounting to Kenya Shillings Fifty-Six Million (56,000,000. 00) shall be paid to a joint account in the name of all advocates representing the beneficiaries.9. That the proceeds will thereafter be disbursed from the said account to the respective beneficiaries’ individual accounts.10. That the following beneficiaries to open an account as trustees for the minor HGA to hold his share from the proceeds of sale of the aforementioned properties in trust for purposes of upkeep;a.James Ng’ang’a Kimanib.Yuri Gilbert Amario; andc.Sheila Wangari11. That the sale agreement with respect to the aforementioned properties shall be drafted by the firm of Wairegi Kiarie & Associates based in Naivasha whereas the rest of the advocates are at liberty to provide suggestions and comments on the same as well as engross the sale agreement.12. That the deceased net estate shall be distributed in accordance with the ministry of Lands and Physical Planning Valuation Report that has been filed before this Honourable Court.13. That the summons for confirmation of Grant for the remainder of the deceased estate shall be filed within 21 days of the adoption of this consent and in accordance with the formulae of distribution outlined in this consent.14. That each party to agree on the issue of costs with their respective advocates.

11. The 3rd Administrator herein, Marsha Dee Amario, declined to sign the consent as she opposed some of the components of the consent.

12. Since the proposal was not viable to the 3rd Administrator, the Court on 21st July, 2023 directed her to file submissions together with a proposal. The same was filed on 21st September, 2023. On 29th September, 2023 the Court directed the 1st and 2nd Administrator to file submissions together with an Affidavit with proposals as per the consent since they were not agreeable to the proposal by the 3rd Administrator.

Submissions and Proposal by the 3rd Administrator 13. The 3rd Administrator through counsel submitted that, in terms of paragraphs (i) (iii) and (v), she objected to the inclusion of Salome Wanjiku Mwangi and Sheila Wangari as beneficiaries of the estate of the deceased for reason that, Salome Wanjiku Mwangi was not a spouse of the deceased but a girlfriend who sired a child with the deceased. According to her the relationship was not a marriage recognizable under law and that she intended to file a substantive response on opposition to the Application for the Rectification of Grant dated 4th May, 2022.

14. She further submitted that, she disputed the inclusion of Sheila Wangari as a beneficiary as she was not the biological child of the deceased and the deceased had not taken her in as a child or assumed parental responsibility.

15. It is her contention that Sheila’s Affidavit of protest sworn on 18th December, 2021 is a reproduction of her mother Monica Wanjiru’ Affidavit of protest which had sought to have her included as a beneficiary. That the inclusion of Sheila Wanjiku is res judicata since the issue had been settled vide a consent dated 8th June, 2016 and which was adopted as an order of the Court on 9th June, 2016 that Sheila was not to be included as a beneficiary.

16. She also submitted that, her mother had remarried eliminating the possibility of granting Sheila a beneficiary status.

17. She further submitted that in terms of paragraph ii) of the consent she proposed that, with the exclusion of Salome Wanjiku Mwangi and Sheila Wangari as beneficiaries of the estate of the deceased, the estate of be shared equally among all the remaining beneficiaries of the deceased in the following terms.a.The Homes are jointly owned by Mr. Amari’s biological children.b.The deceased’s shares in Fai Amarillo Limited are solely and equally distributed amongst Mr. Amario’s biological children.c.The residual assets, excluding the homes and shares of Fai Amarillo Limited, upon consideration of the reconciled assets and liabilities be distributed equitably among the biological children of the late Mr. Amario.d.Upon Consideration of their reconciled assets and liabilities, the co-administrator proposes the Bernice Kamau Njeri be given 3. 5% of the residual assets up for distribution (excluding the homes and shares of Fai Amarillo Limited) by dint of paragraph 22 of the Honourable Court’s Ruling on the application for Revocation of Grant dated 2nd February, 2017.

18. In terms of paragraphs iv and v the 3rd administrator submitted that the has no objection to the inclusion of James Ng’ang’a Kimani and Debbie Jolly Amario as beneficiaries of equal share of the estate to her siblings.

19. The 3rd Administrator opposes the terms of the consent at paragraphs vi, vii, ix and x and the terms of distribution proposed in the Summons for Partial Confirmation of Grant dated 15th February 2023 for reason that: -a.The source of the projected proceeds of the properties has not been disclosed,b.The application exaggerated, predetermined, unapproved expenses thereby being impractical;c.That the projected proceeds are different from the figures submitted in the valuation report dated 28th June, 2022 to witNaivasha/Mwichiringiri Block 4/3370;Allocated value per valuation Kshs. 9,000,000Projected sale proceeds Kshs. 15,000,000Naivasha/Mwichiringiri Block 4/3371;Allocated value per valuation Kshs. 9,000,000Projected sale proceeds Kshs. 14,000,000Naivasha/Mwichiringiri Block 4/3372;Allocated value per valuation Kshs. 9,000,000Projected sale proceeds Kshs. 13,500,000Naivasha/Mwichiringiri Block 4/3373Allocated value per valuation Kshs. 12,000,000Projected sale proceeds Kshs. 13,000,000On this point, the 3rd administrator submits that, there is no proof of the projected income, therefore it would be presumptuous to confirm the grant on those figures bearing in mind the valuation report gives lower values.d.and finally, that the application nullifies the proceeds distributed, unequally, to the beneficiaries in 2016 and there is need to develop a schedule to compensate those that benefited unequally.

20. The 3rd Administrator however proposed the sale of Naivasha/Municipality Block 4/808 and Naivasha/Municipality Block 4/809 each valued at Kshs. 22,000,000. That the basis of her proposal was that the two properties were in a strategic location and would attract a higher revenue. She further submitted that the two properties were smaller in size compared to the four that were proposed which would enable the estate to retain a sizeable asset that would increase in value.

21. She further submitted that, the sale in 2016 saw different beneficiaries getting different sums. That it was improper for the co administrator to bequeath herself a higher percentage without a basis and leaving out some beneficiaries. To this end proposed that that the proceeds from the sale of the two properties be held in an estate account where all the administrators who shall distribute the said proceeds equally.

22. In terms of paragraph x, of the consent, the 3rd administrator submitted and proposed to be included as a trustee of HGA (minor) on the basis that the proposed share was quite lower than that of the other beneficiaries and is apprehensive that the other beneficiaries may not have the best interest of the minor at heart.

23. On paragraph xi) of the consent, the 3rd administrator submitted that she has no objection to the term however proposed that costs of preparation of the sale agreement be guided by the provisions of the Advocates Remuneration Order with the expenses to be split among the beneficiaries equally.

24. In submitting to paragraph xii) of the consent, the 3rd administrator submitted that she objected the same as she opposed the valuation report filed in Court and thus filed an application dated 7th June, 2022 seeking to cross examine the valuers. She proposes the former Nakuru County, Valuer Mr. Mokua either hands over the task to the current office holder or concedes to the cross examination.

25. In terms of paragraph xii) of the consent, the 3rd administrator submitted that the only way summons for confirmation of Grant can be filed is upon determination ofa.The legitimate beneficiaries of the estate in light of the contested inclusion of Salome and Sheilab.The true and accurate value of the estate to be done through the proposed valuation of the estatec.Full disclosure by the other administrators, private and public entities of any property belonging to the estate of the deceased in their knowledge, possession, custody or control; including but not limited to Absa Bank, KCB Bank, Family Bank, KETRACO and KPLC;d.Full disclosure of the estate’s current liabilities including the tax position concerning the going concern (Fai Amarillo Limited) whose operations were halted by the KRA in June 2023. e.Full disclosure of the true financial status of Fai Amarillo Limited;f.The Court’s determination of Application dated 22nd December, 2022

Submissions by the 1st Administrator 26. The 1st administrator through counsel filed an affidavit on the consent as well as written submissions. In opposing the 3rd Administrators proposal through the submissions dated 21st September, 2023 he submitted on five issues:-

27. The first issue the 1st Administrator submitted that, the decision to include Salome Wanjiku Mwangi and Sheila Wangari as beneficiaries as the two were considered wife and child respectively was reached on following back and forth negotiations. It was agreed on by all the beneficiaries in the absence of the 3rd Administrator because she would not co-operate. That the beneficiaries took into account the time and resources spent on the matter.

28. That the allegations that, Monica Wanjiru Amario remarried has no effect to the inclusion of Sheila Wangari as a beneficiary and the allegations have not been proven.

29. The second issue was distribution of the estate where it was submitted that Clause 9 of the proposal by the 3rd Administrator was premature. That Clause 13 of the consent states that summons for confirmation of Grant for the remainder of the estate to be filed within 21 days of adoption and at the point of filing the summons the beneficiaries would agree on distribution of specific assets.

30. The third issue on the sale of properties, it was submitted that there is a buyer who has been ready to buy properties known as Naivasha/Mwichiringiri Block 4/3370; Naivasha/Mwichiringiri Block 4/3371; Naivasha/Mwichiringiri Block 4/3372; and Naivasha/Mwichiringiri Block 4/3373. That the 3rd administrator does not know that the sale price was a result of negotiations between the beneficiaries and the buyer a fact which was unaware of since she does not communicate with the beneficiaries and the mode of distribution was agreed on by the beneficiaries.

31. Further that the value of the properties being higher is baseless, since properties can appreciate in value and the purchase of the property is based on willing seller willing buyer. That the alternate proposal ought to be rejected since the 3rd Administrator has not demonstrated on whether there is a buyer for the property or how much the it will be sold at.

32. It was the 1st administrator’s contention that halting the sale as per the opposition by the 3rd Administrator who has refused to be participate in the decision making would be unfair to the beneficiaries, as they have worked very hard to get a buyer it was his contention that the other beneficiaries agreed on a partial confirmation as the proceeds of the sale would alleviate the financial situation of the beneficiaries who need the funds, that one of the beneficiaries is a minor and needed school fees and another needed to settle debts. The 1st Administrator further submitted that the 3rd Administrator demonstrated that she too needs money since she filed an application seeking maintenance.

33. Fourth issue on the proposal for inclusion the 3rd Administrator as a trustee of HGA (minor), it is the submission of the 1st Administrator that the 3rd Administrator has been out of touch with the negotiations that have been going around and has no clue on how the minor’s needs are being taken care of. That the inclusion would be prejudicial to the minor since accessing the funds needed the presence of all signatories and the 3rd Administrator cannot be trusted as a signatory due to her not being easily reachable hence unreliable. It was his contention that the proposed signatories have been in charge of the minor’s needs and it would be in the best interest that the same people hold a joint account as trustees for the minor.

34. On the issue of the valuation report dated 14th September, 2021, it was submitted that the same has been settled and the valuation report was accepted by all beneficiaries and only opposed by the 3rd Administrator.

35. That when the 3rd Administrator sought to cross examine the valuer, the Court directed that parties proceed to file Summons for Confirmation of Grant. She was further directed to procure the services of another valuer at her own cost which she has since failed to do so. It is his contention that the valuation issue is a step backwards.

36. On disclosure of entities and liabilities, it is submitted that the 3rd Administrator has not provided evidence to show lack of disclosure by the other beneficiaries and that financial statements had been provided but she was still dissatisfied and was advised to approach the company directors to which has not done yet.

Analysis and Determination 37. As we always say of the deceased when bereaved, “Rest in Peace” Fai Amario Omar, Alias Peter Gilbert Njoroge Ng’ang’a passed away on 23rd May, 2010 and one would wonder if the adage holds in this instance, that the deceased has been resting in peace? as it is almost fourteen (14) years since his demise and his estate remains unsettled and the succession has dragged on in Court for an unnecessarily long time.

38. A probate Court plays a facilitative role to ensure that the estate of a deceased person is preserved and administered as per his/her last wishes where there is a “will” or as per the law in “intestate” succession. This Court notes acts by certain parties herein of “weaponization of litigation” to convolute, prolong, delay and protract the succession and that the same negates all principles of justice.

39. Having Considered all the pleadings, submissions in support and in opposition this Court has refined the solo issue under consideration as to whether this Court should allow partial confirmation of grant for distribution of the estate of the deceased as proposed and consented to by the majority administrators and beneficiaries? Or if the proposal by the 3rd Administrator in opposition of the consent would suffice?

40. The objection and opposition to Partial Confirmation of Grant and consent by the 3rd Administrator is not meritorious and is disallowed. It is misconceived, bad in law, vexatious and an abuse of this Court’s process.

41. The 3rd Administrator’s objections and counter proposals is demonstrative of the dysfunctionality in the administration by the co-administrators, failure to appreciate that what was at hand was not final confirmation but rather partial confirmation.

42. The 3rd Administrator appears to attack all collective proposals by the co-administrators, she appears the “lone wolf” in the equation and that her counter proposal are minor not exhaustive and does not address the immediate needs within the estate.

43. The Court has been invited to decide between adopting a consent by a majoritarian of Bernice Njeri Kamau, Debbie Amario, James Nganga Kimani, Salome Wanjiku Mwangi, Miki Nganga Njoroge, Sheena Euston Amario, Yuri Gilbert Amario, Sheila Wangari & Hott Gee Amario on one part and the 3rd Administrator Marsha Dee Amario.

44. On the principle of balance of convenience, the fact that the majoritarian is as a result of out of Court consultations and constant communication resulting in the consent dated 20th July 2023, should be commended and encouraged, as it shines a light towards the dark tunnel, in conclusion of the probate and administration.

45. In disagreeing with the proposal by the 3rd Administrator Marsha Dee Amario, I am of the considered view that, as an administrator she is expected to accommodate other opinions while offering suggested solutions, I found this to be wanting. This Court hopes that owing to the unison demonstrated by the majoritarian then the conclusion of the probate and administration is in the horizon.

46. The Summons for Partial Confirmation of Grant dated 15th February 2023 as consented Pursuant to the agreement to settle, dated 20th July, 2023 factors in and includes a reasonable share to the 3rd Administrator.

47. This Court has the discretion, to take into account factual circumstances of the particular case, that may be relevant, in ensuring equitable and fair distribution of the estate as was held in the case of Scholastic Ndululu Sura versus Agnes Nthenya Sura [2019] eKLR, the Court of Appeal held that;“…although section 40 of the Law of Succession Act provides a general provision for the distribution of the estate of a polygamous deceased person, the Court has the discretion to take into account factual circumstances of the particular case that may be relevant in ensuring equitable and fair distribution of the estate.’’

48. The Court in considering the circumstances of the matter in the case of Kyoa Ndewa v Patrick Mulyungi Ndewa & another [2022] eKLR. noted as follows;“The Courts have held that applying the Section strictly in some instances can lead to serious injustice. This was held in Rono versus Rono [2005] eKLR 538, Rael Vulekani Musi versus Rachel Edagaye Akola [2016] eKLR and in the Estate of the late George Cheriru Chepkosiom [2017] eKLR.In those cases, Courts held the position that the contribution made by the 1st wife should be taken into account to avoid the injustice of having a wife who had spent the better part of her life contributing towards acquisition of assets with the deceased having to get equal share with a younger wife who comes into the picture later on after assets have been acquired. The Courts were of the opinion that before subjecting the net estate into equal distribution, evidence of the contribution of the 1st wife should be taken into account so that she is given her due share.”

49. In the Succession Cause No. 123 of 1999, Rahab Njeri Kariuki v Joyce Waruguru Kariuki & 2 others, Nyeri High Court (Ngaa, J) observed that,“in sharing the net estate of an intestate polygamous deceased person, the Court exercises a discretion and is required to bear in mind the principles of fairness and equity and not equality among the beneficiaries”.

50. It is in considering the circumstances of the matter and to alleviate the dire financial situation of the beneficiaries, that I exercise my discretion to allow Summons for Partial Confirmation of Grant dated 15th February 2023 as consented Pursuant to the agreement to settle, dated 20th July, 2023 on the following terms; -i.The deceased estate shall be distributed to all known beneficiaries, that is to saya.Bernice Njeri Kamau;b.Debbie Amario;c.James Ng’ang’a Kimani;d.Salome Wanjiku Mwangi;e.Miki Ng’ang’a Njoroge;f.Sheena Euston Amario;g.Marsha Amario;h.Yuri Gibert Amario;i.Hot Gee Amario;j.Sheila Wangariii.The deceased estate shall be shared and distributed as followsa.Bernice Njeri Kamau shall benefit with a portion of 11. 85% of the deceased estate;b.Debbie Amario shall benefit with a portion of 11. 85% of the deceased estate;c.James Ng’ang’a Kimani shall benefit with a portion of 11. 85% of the deceased estate;d.Salome Wanjiku Mwangi shall benefit with a portion of 5% of the deceased estate;e.Miki Ng’ang’a Njoroge shall benefit with a portion of 11. 85% of the deceased estate;f.Sheena Euston Amario shall benefit with a portion of 11. 85% of the deceased estate;g.Marsha Amario shall benefit with a portion of 11. 85% of the deceased estate;h.Yuri Gibert Amario shall benefit with a portion of 11. 85% of the deceased estate;i.HGA (particulars withheld) shall benefit with a portion of 6. 05% of the deceased estate;j.Sheila Wangari shall benefit with a portion of 6% of the deceased estate;iii.Sheila Wangari is hereby regarded as a beneficiary of the deceased estate. Sheila Wangari’s Affidavit of Protest dated 18th October, 2021 be marked as settlediv.James Ng’ang’a Kimani is hereby regarded as a beneficiary of the deceased estate, pursuant to the Summons for Rectification of Grant dated 27th June, 2022. v.Salome Wanjiku Mwangi and Debbie Jolly Amario, are hereby regarded as beneficiaries of the deceased estate, pursuant to the Summons for Rectification of Grant dated 4th May, 2022. vi.The distribution shall be done as per clause 9 of the Affidavit in support of the Summons for Partial confirmation of Grant sworn by Bernice Njeri Kamau excluding Naivasha/Mwichiringiri Block 4/3356 and Naivasha/Mwichiringiri Block 4/3357 which properties shall be distributed in the final distribution.vii.The properties subject of the Partial Confirmation of Grant are;a.Naivasha/Mwichiringiri Block 4/3370;b.Naivasha/Mwichiringiri Block 4/3371;c.Naivasha/Mwichiringiri Block 4/3372; andd.Naivasha/Mwichiringiri Block 4/3373viii.The proceeds of the sale of aforementioned properties amounting to Kenya Shillings Fifty-Six Million (56,000,000. 00) shall be paid to a joint interest-bearing bank account in the names of all advocates representing the beneficiaries.ix.The proceeds will thereafter be disbursed from the said account to the respective beneficiaries’ individual accounts.x.That, James Ng’ang’a Kimani, Yuri Gilbert Amario and Sheila Wangari Shall open an interest-bearing bank account as trustees for the minor HGA, to hold his share from the proceeds of sale of the aforementioned properties in trust for purposes of upkeep;xi.The sale agreement with respect to the aforementioned properties shall be drafted by the firm of Wairegi Kiarie & Associates based in Naivasha and the rest of the advocates are at liberty to provide suggestions and comments on the same, as well as engross the sale agreement.xii.The deceased net estate shall be distributed in accordance with the ministry of Lands and Physical Planning Valuation Report that is on record.xiii.The Administrators shall file summons for confirmation of Grant for the remainder of the deceased estate within ninety (90) from today.

51. Administrators and All beneficiaries are all encouraged to maintain mutual respect, communication and dialogue, in preparation of the summons for confirmation and in conclusion of the probate and administration as directed.

52. Parties to bear their own costs, this being a family matter.

53. This Matter to be mentioned ninety (90) from today.

DATED, SIGNED AND DELIVERED AT NAKURU ON THIS DAY OF 31ST DAY OF JANUARY, 2024. S. MOHOCHIJUDGE