[2006] KEHC 2042 (KLR)
The court found that the petitioner had demonstrated sufficient grounds for the restoration of Golden Grain Limited to the Register of Companies. The company continued to operate, owned property, and the failure to file annual returns was due to oversight rather than deliberate non-compliance. The Registrar of...
Source-derived case information.
- Citation
- [2006] KEHC 2042 (KLR)
- Parties
- Applicant: Petitioner (Member of Golden Grain Limited); Respondent: Registrar of Companies
- Court
- High Court
- Court Station
- High Court at Nairobi (Milimani Law Courts)
- Jurisdiction
- Kenya
- Case Number
- ? 261 of 2006
- Procedural Posture
- Miscellaneous Application / Ruling
- Outcome
- petition allowed in part
- Legal Topics
- Company Restoration, Dissolution of Company, Annual Returns Noncompliance
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
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Parties
Petitioner (Member of Golden Grain Limited)
Applicant
Registrar of Companies
Respondent
Procedural Posture
Miscellaneous Application / Ruling
Legal Issues
- 1 Whether the name of Golden Grain Limited should be restored to the Register of Companies after being struck off for failure to file annual returns.
- 2 Whether the petitioner is entitled to costs given the failure to file annual returns was due to oversight.
Ratio Decidendi
The court found that the petitioner had demonstrated sufficient grounds for the restoration of Golden Grain Limited to the Register of Companies. The company continued to operate, owned property, and the failure to file annual returns was due to oversight rather than deliberate non-compliance. The Registrar of Companies did not oppose the application. However, since the petitioner did not provide a satisfactory explanation for the failure to file returns, the court exercised its discretion to deny costs. The restoration was ordered, with the requirement that the restoration be advertised in the Kenya Gazette at the company's expense.
Court Disposition
petition allowed in part
Orders
- The name GOLDEN GRAIN LIMITED be restored to the Register of Companies in Kenya.
- Such restoration on the register of GOLDEN GRAIN Ltd be advertised in Kenya Gazette at the costs of the company.
Full Case Text
Judgment text and source record
23 paragraphs
REPUBLIC OF KENYA IN THE HIGH COURT OF KENYA AT NAIROBI (NAIROBI LAW COURTS) Misc Appli 261 of 2006
IN THE MATTER OF GOLDEN GRAINS LIMITED
AND
IN THE MATTER OF THE COMPANIES ACT, CAP 486
AND
IN THE MATTER OF AN APPLICATION UNDER SECTION 339 TO RESTORE NAME OF COMPANY TO THE REGISTRAR
R U LI N G
The petitioner, a member of Golden Grain Limited has moved this court under Section 33a of The Companies Act [Cap 486].
Golden Grain Limited (the Company) was incorporated on 24th February 1986 under The Companies Act. That the said company has been doing business as per its objective since its incorporation and so continues.
That the company is the registered owner of the property L.R. No. 20 a/21495. Upon that property the company has installed and erected machinery plant, equipment and other fixtures to operate its business. That there had been failure to file annual returns which was due to oversight.
That the Registrar of Companies vide Gazette notice No. 618 dated 12th January 2006 duly struck off and dissolved the company. That prior to that striking out the company had never been served with notice to so strike.
The petition stated that having invested substantially in the company he stood to suffer if the company is not restored on the register.
The Registrar of Companies was served but he did not attend the hearing of the petition.
The court finds that the petitioners prayers to restore the company’s name on the register to be merited, but since the petitioner did not exonerate himself from failure to file returns costs will not be awarded.
The orders of the court are:
(i) That the name GOLDEN GRAIN LIMITED be restored to the Register of Companies in Kenya.
(ii)That such restoration on the register of GOLDEN GRAIN Ltd be advertised in Kenya Gazette at the costs of the company
(iii) There shall be no order as to costs.
MARY KASANGO
JUDGE
Dated and delivered this 21st day of June 2006.
MARY KASANGO
JUDGE