[2014] KEHC 2869 (KLR)
The court found that the company had failed to comply with statutory requirements under the Companies Act by not holding board meetings or delivering statutory reports since 1989. The dormancy of the company and the absence of business operations, coupled with the risk of the company’s sole asset being grabbed,...
Source-derived case information.
- Citation
- [2014] KEHC 2869 (KLR)
- Parties
- Applicant: Mohamed Salim Bahmariz; Respondent: Rehab Trading Company Limited
- Court
- High Court
- Court Station
- High Court at Mombasa
- Jurisdiction
- Kenya
- Case Number
- Winding Up Cause 3 of 2014
- Procedural Posture
- Winding Up Cause / Judgment
- Outcome
- petition allowed; company wound up; liquidator appointed; costs to petitioner
- Judges
- MM Kasango
- Legal Topics
- Company Winding Up, Statutory Noncompliance, Appointment of Liquidator
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
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Parties
Mohamed Salim Bahmariz
Applicant
Rehab Trading Company Limited
Respondent
Procedural Posture
Winding Up Cause / Judgment
Legal Issues
- 1 Whether the company should be wound up for failure to deliver statutory reports and hold statutory meetings.
- 2 Whether the appointment of a liquidator is appropriate in the circumstances.
Ratio Decidendi
The court found that the company had failed to comply with statutory requirements under the Companies Act by not holding board meetings or delivering statutory reports since 1989. The dormancy of the company and the absence of business operations, coupled with the risk of the company’s sole asset being grabbed, justified the winding up. The court exercised its jurisdiction under Section 219(b) of the Companies Act and ordered the winding up of the company. The court also appointed Mr. Paul Wambua as liquidator, considering his qualifications and the need to safeguard the company’s only asset.
Court Disposition
petition allowed; company wound up; liquidator appointed; costs to petitioner
Orders
- Rehab Trading Company Limited is hereby wound up by the court.
- Mr. Paul Wambua is appointed as liquidator.
Full Case Text
Judgment text and source record
24 paragraphs
REPUBLIC OF KENYA
IN THE HIGH COURT OF KENYA
AT MOMBASA
WINDING-UP CAUSE NO. 3 OF 2014
IN THE MATTER OF : REHAB TRADING COMPANY LIMITED
AND
IN THE MATTER OF : THE COMPANIES ACT
BETWEEN
MOHAMED SALIM BAHMARIZ....................................PETITIONER
V E R S U S
REHAB TRADING COMPANY LIMITED...................RESPONDENT
JUDGMENT
1. Petitioner has brought this matter seeking the Winding-Up of the Company REHAB TRADING COMPANY LIMITED. The Petitioner Mohamed Salim Ahmed Bahmariz is a shareholder of the Company holding 50% shareholding, while the other 50% shares are held by Saleh Omar Bamadhi.
2. The Company was incorporated in 1987 and since 1989 the Directors have not held any Board meeting, have not filed delivered any Statutory Report to the Registrar and indeed did not commence any business. All this became difficult because Saleh Omar Bamadhi relocated to Saudi Arabia todate.
3. The Company’s one and only asset is an immovable property namely MOMBASA/BLOCK/XVII/1129. Petitioner gave evidence to the effect that because of the dormancy of the Company there had been attempts by unknown people to ‘grab’ the Company’s immovable property.
4. There is no doubt that this Court has jurisdiction as provided under Section 219(b) of the Companies Act Cap 486 to Wind up the Company for being in default of delivering Statutory Report to the Registrar or in holding Statutory meetings.
5. The Petitioner did inform the Court that he had approached Paul Wambua and requested him to be the Liquidator after the Winding up Order is issued. Mr. Wambua is a Licenced Valuer and Estate Agent and I am confident he will be best suited to be a Liquidator to deal with the only asset owned by the Company.
6. I therefore issue the following orders-
That REHAB TRADING COMPANY LIMITED be and is hereby Wound up by this Court.
Mr. Paul Wambua is hereby appointed a Liquidator.
The Costs are awarded to the Petitioner.
DATED and DELIVERED at MOMBASA this 25TH day of SEPTEMBER, 2014.
MARY KASANGO
JUDGE