https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/10037

Ore Mining Ltd v Tareef Enterprises Ltd (Civil Case E290 of 2020) [2026] KEHC 10037 (KLR) (Commercial and Tax) (10 July 2026) (Ruling) Neutral citation: [2026] KEHC 10037 (KLR) Republic of Kenya In the High Court at Nairobi (Milimani Commercial Courts) Commercial and Tax Civil Case E290 of 2020 RC Rutto, J July 10, 2026 Between Ore Mining Limited Decree holder and Tareef Enterprises Limited Respondent Ruling 1.Before this Court for determination is the Applicant’s application dated 6th May, 2025, seeking the following orders;1.Spent2.That a Notice to Show Cause and summons do issue compelling the Directors of the Judgment Debtor, Tareef Enterprises Limited namely Abdulaziz Mohamed Karshe, Ali Sheikh Hassan, Abdullahi Salat Hussein and Ahmed Mohamed Karshe to personally attend court on such date as may be ordered and be examined on oath as to the Judgment Debtor’s means and assets and to produce its books of account and other documentary evidence relevant to revealing the assets of the said Tareef Enterprises Limited.3.That upon personal attendance and examination of the directors of the Respondent, M/s Tareef Enterprises Limited namely Abdulaziz Mohamed Karshe, Ali Sheikh Hassan, Abdullahi Salat Hussein and Ahmed Mohamed Karshe in (1) above, the Honorable court to pierce the corporate veil of the Respondent herein Tareef Enterprises Limited and the said Directors of Tareef Enterprises Limited namely Abdulaziz Mohamed Karshe, Ali Sheikh Hassan, Abdullahi Salat Hussein and Ahmed Mohamed Karshe be and hereby jointly and severally held liable to pay the Decree Holder/Applicant the decretal sums of Kshs 5, 500, 000/=, costs of the suit plus interest at the rate of 14% p.a in terms of the decree dated 6th August 2024.4.That warrants of attachment and sale of personal assets of the directors and shareholders of the Judgment Debtor/Respondent, Tareef Enterprises Limited namely Abdulaziz Mohamed Karshe, Ali Sheikh Hassan, Abdullahi Salat Hussein and Ahmed Mohamed Karshe do issue in execution of the decree herein.5.In the alternative to (4) above, a notice to show cause be and is hereby issued upon the said compelling the directors and shareholders of the Respondent, Tareef Enterprises limited namely Abdulaziz Mohamed Karshe, Ali Sheikh Hassan, Abdullahi Salat Hussein and Ahmed Mohamed Karshe to show cause why they should not be committed civil jail for failure to pay or satisfy the decretal sum in the suit.6.That the costs of this application be borne by the Respondent. 2.The application is premised on the grounds set out on its face and is supported by the affidavit sworn by Mohamud Huseein, director of the Decree Holder. The Applicant states that judgment was entered in favour of the Decree Holder on 18th June, 2024, and a decree was subsequently issued on 6th August, 2024, for Kshs 5, 500, 000/-, together with costs of the suit and interest on both the decretal sum and costs at court rates from the date of the judgment. 3.The Applicant avers that following the judgment, the directors of the Judgment Debtor, Abdulaziz Mohamed Karshe, Ali Sheikh Hassan, Abdullahi Salat Hussein and Ahmed Mohamed Karshe, intimated that they would settle the decretal sum within a period of 21 days. However, despite being notified of the decree issued dated 6th August, 2024, the Respondent had failed and/or refused to settle the decretal sum, costs and interest to date, in blatant disregard of the decree. The Applicant further states that its advocates, have made various demands to the Respondent through its advocates but no payment has been made. 4.The Applicant further avers that the Judgment Debtor, through its directors, has since closed its offices, relocated, and become untraceable. It is alleged that the Respondent is in the process of closing down its business operations and those of its subsidiaries in an effort to conceal its assets and frustrate execution of the decree. 5.According to the Applicant, these actions demonstrate fraud and bad faith and have created a legitimate apprehension that the fruits of the judgment may never be realized. The Applicant further contends that although the Respondent is involved in Engineering, procurement, and Construction, and it subcontracts all its tenders as a strategy to conceal its assets, business dealings, and revenues, thereby evading liability. 6.The Applicant alleges that the Judgment Debtor is merely a facade being used to shield the directors from their contractual obligations and liabilities. The Applicant also claims to have information that the Respondent has established and continues to operate other businesses in South Sudan and Zambia. Consequently, the Applicant urges the court to grant the orders sought. 7.In opposing the application, the Respondent filed Grounds of Opposition dated 9th December, 2025. The Respondent contends that the application is founded on an erroneous legal premise, namely that the corporate veil could be lifted merely because the Judgment Debtor lacked assets or is unable to satisfy the decretal sum. In support of this position, reliance was placed on Corporate Insurance Company Limited v Savemax Insurance Brokers Limited [2002] EA 41. The Respondent further argues that this issue raises a preliminary point of law that ought to be determined in limine. 8.The Respondent maintains that the Applicant has failed to establish any compelling or legally justifiable grounds for lifting the corporate veil of the Judgment Debtor. It contends that the allegations made are speculative, unsupported by evidence and incapable of justifying the reliefs sought. According to the Respondent, the Applicant has not demonstrated with precision that the Judgment Debtor has willfully refused to satisfy the decree or that circumstances exist warranting disregard of the company's separate legal personality. 9.The Respondent also argues that the application is premature because the Applicant has not exhausted the execution mechanisms available under Order 22 of the Civil Procedure Rules. Further, the Respondent states that the Applicant is aware that the Judgment Debtor is owed money by the Kenya Urban Roads Authority (KURA), and that such payments remain outstanding. The Respondent asserts that it has not disputed the decretal debt and has expressed an intention to liquidate the same through instalment payments. In those circumstances, it argues that the application is malicious, mischievous and an unnecessary invocation of the court's jurisdiction. The Respondent therefore urges the court to dismiss the application with costs. 10.The application was canvassed by written submissions. The Applicant’s submissions is dated 18th February, 2026, and the Respondents’ submissions is dated 20th March, 2026. Applicant’s submissions 11.In its submission, the Applicant provided a brief background to the application and identified four issues of determination namely; whether the directors of the Judgment Debtor ought to be summoned and appear/examined by the court; whether the corporate veil should be lifted; whether the directors of the Respondent should be held personally liable and who should bear the costs of this application. 12.On whether the directors should be summoned for examination, the Applicant relied on Order 22, rule 35 of the Civil Procedure Rules and the case of Ultimate Laboratories v Tasha Bioservice Limited, Nairobi HCCC No. 1287 of 2000 (unreported), where the court held that the purpose of examination under Order 22, rule 35 is to discover whether the Judgment Debtor has assets, debts or other means capable of satisfying the decree. The Applicant submitted that the directors of the Judgment Debtor are the persons best placed to provide such information. It was argued that the decretal sum remains unpaid and the allegations regarding concealment of assets have not been rebutted by affidavit evidence or documentary proof. Reliance was also placed on Jayden Limited v Bradley Limited [2021] KEHC 127 (KLR) in support of the prayer that the directors be compelled to attend court for examination. 13.With regard to lifting the corporate veil, the Applicant acknowledged the principle established in Salomon v Salomon & Co. Ltd [1897] AC 22, that a company is a separate legal entity distinct from its shareholders and directors. However, it argues that courts have recognised exceptions where the corporate structure is used to perpetrate fraud or other improper conduct. Reliance was placed on Selle v Associated Motor Boat Co. Ltd (1968) EA, as well as Kolaba Enterprises Ltd v Shamsudin Hussein Varvani & Another [2014] eKLR, where the court affirmed that the veil may be lifted where directors employ the company as a vehicle for fraud or criminal conduct. 14.The Applicant contended that the directors have used the company to evade payment of the decree sum and frustrate execution. It was alleged that they issued dishonoured cheques, repeatedly promised payment by instalments without performance, and continues to attribute nonpayment to pending dues from the Kenya Urban Roads Authority. The Applicant further submitted that publicly available information demonstrates that the Judgment Debtor remains financially active, engaged in substantial commercial projects, and continues to secure contracts of significant value, yet, has failed to satisfy the decree. According to the Applicant, this conduct evidences bad faith and an intention to defeat lawful execution 15.The Applicant further relies on Robert Kinaga Waweru v Northcorr Enterprises Ltd [2021] KEHC 6093 (KLR) and the case of Githunguri Dairy Farmers Co-operative Society v Ernie Campbell & Co. Ltd & Another [2018] KECA 721 (KLR), where the courts upheld the lifting of the corporate veil in circumstances where incorporation had been used to defeat satisfaction of a decree and where justice required that the controlling entity bear responsibility. The Applicant argue that the directors had concealed the company’s assets and used it as an instrument to avoid payment of the decretal sum. Reliance was also placed on Mombasa Bricks & Tiles Ltd & 5 Others v Arvind Shah & 7 Others [2019] eKLR, which adopted the reasoning of the Court of Appeal in Stephen Njoroge Gikera & Another v Econite Mining Company Limited & 7 Others [2018] KECA 25 (KLR). Those decisions recognized that directors constitute the directing mind and will of a company and that their conduct may, in appropriate circumstances be attributed to the company. 16.The Applicant maintained that the directors' conduct justified lifting the corporate veil. Further reliance was placed on Solomon Muriithi Gitandu & Another v Jared Maingi Mburu [2017] KEHC 4651 (KLR), which reaffirmed the principle that while imprisonment should not result from mere inability to pay a debt, the court may intervene where there is evidence of dishonesty or fraud. 17.On the issue of personal liability, the Applicant acknowledged the principle stated in Corporate Insurance Co. Ltd v Savemax Insurance Brokers Ltd & Another [2002] EA 41, as cited in Jayden Limited v Bradley Limited [2021] KEHC 127 (KLR), that directors should not be held personally liable merely because a company lacks assets or is insolvent. The Applicant nonetheless distinguished the present case on the basis that the Judgment Debtor is neither insolvent nor incapable of payment. Rather, it was alleged that the company continues to generate income from ongoing projects while deliberately refusing to satisfy the judgment debt. The Applicant therefore urged the Court to lift the corporate veil, hold the directors jointly and severally liable for the decretal sum, allow the application in its entirety, and award costs pursuant to Section 27 of the Civil Procedure Act. Respondent’s submissions 18.The Respondent commenced its submissions with a brief background of the matter and identified three issues for determination, whether the Applicant has established legal grounds for lifting the corporate veil, whether directors who were not parties to the suit could be held personally liable in execution proceedings and whether difficulty in execution constitutes fraud or improper conduct sufficient to warrant lifting the corporate veil. 19.On the first issue, the Respondent submitted that the doctrine of separate corporate personality is a foundational principle of company law under which a company is a legal entity distinct from its shareholders and directors upon incorporation. Reliance was placed on Salomon v A. Salomon & Co. Ltd, and Mabachi & Another v Nurtun Bates Ltd, Civil Appeal No. 247 of 2005 [2013] KECA 204 (KLR). The Respondent argued that the decree issued in this matter is enforceable only against the company and not against its directors. 20.Relying on the case of Riccatti Business College of East Africa Limited v Kyanzavi Farmers Company Limited [2016] KECA 763 (KLR), the Respondent submitted that the burden lies on the Applicant to demonstrate fraud, illegality, misuse of the corporate structure, or the existence of statutory grounds warranting the lifting of corporate veil. 21.It contended that the Applicant had neither pleaded nor proved any specific acts of fraud, diversion or dissipation of company assets, nor established that the company was incorporated or operated to defeat the Applicant's claim. According to the Respondent, the allegations of bad faith and difficulty in execution are unsupported and fall short of the threshold required for the exceptional remedy sought. 22.The Respondent argue that financial difficulties, liquidity challenges or commercial challenges do not amount to fraud, and cannot justify disregarding a company’s separate legal personality. It submitted that the inability to identify attachable assets merely invokes the execution mechanisms provided under the Civil Procedure Act and does not constitute a basis for piercing the corporate veil. Consequently, the Respondent maintains that the Applicant has failed to discharge the evidential burden necessary to justify the extraordinary orders sought. 23.On whether directors who were not parties to the proceedings could be held personally liable, the Respondent submitted that execution can only issue against parties to a judgment, or those properly impleaded in the proceedings. Relying on Corporate Insurance Company Limited v Savemax Insurance Brokers Ltd & Another, HCCC No. 125 of 2002, it argues that execution proceedings cannot be employed as a mechanism for creating new liabilities against individuals who were not parties to the substantive suit. The Respondent contended that the directors were neither sued in personal capacities nor found liable during the trial. Consequently, imposing personal liability through execution proceedings would offend the principles of natural justice by condemning persons who have not been accorded an opportunity to defend themselves. 24.Regarding the allegation that difficulty in execution amounted to fraud or improper conduct, the Respondent submitted that the Applicant's claim are unsupported by evidence. It maintained that temporary inability to pay does not constitute fraud or improper conduct and cannot justify lifting the corporate veil. The Respondent stated that it had demonstrated willingness to satisfy the decree by making the first instalment under the parties' consent and undertaking to resume payment from March 2026. It attributed the delay in settlement to ongoing commercial litigation, multiple suits, temporary liquidity constraints and restructuring initiatives aimed at stabilising its operations and improving cash flow. 25.The Respondent denied allegations that it had closed its offices, concealed assets, diverted funds or misrepresented its financial position. It maintained that any operational difficulties reflected ordinary commercial challenges rather than an intention to evade its legal obligations and that its restructuring efforts demonstrate good faith and commitment to satisfying the decree. 26.In conclusion, the Respondent submitted that no factual or legal basis had been established for lifting the corporate veil. It maintained that the evidence showed that the company was undergoing restructuring, and experiencing financial difficulties, while its directors remained strangers to the proceedings. The Respondent argued that there was no evidence of fraud, misappropriation or misuse of the corporate personality. The Respondent once again relied on Mabachi & Another v Nurtun Bates Ltd [2013] KECA 204 (KLR) in support of the principle of separate legal personality. It therefore urged the Court to find that the application is procedurally improper, constitutes an abuse of the court process, and is intended to coerce directors rather than lawfully enforce the decree. Accordingly, it prayed that the Notice of Motion be dismissed with costs. Analysis and Determination 27.I have carefully considered the application, the Respondent’s grounds of opposition, the rival submissions, and the authorities cited by parties. In my view, the issues falling for determination are;a.Whether the Applicant has established sufficient grounds to warrant an order summoning the directors of the Judgment Debtor for examination under Order 22 Rule 35 of the Civil Procedure Rules.b.Whether the Applicant has established sufficient grounds to justify lifting the corporate veil of the Judgment Debtor and holding its directors personally liable for the decretal sum and the consequential orders sought. Whether the Applicant has established sufficient grounds to warrant an order summoning the directors of the Judgment Debtor for examination under Order 22 Rule 35 of the Civil Procedure Rules. 28.The Applicant seeks, in the first instance, an order compelling the directors of the Judgment Debtor, namely Abdulaziz Mohamed Karshe, Ali Sheikh Hassan, Abdullahi Salat Hussein and Ahmed Mohamed Karshe, to attend court and be examined on oath regarding the company’s assets, liabilities, and ability to satisfy the decree. The Applicant further seeks an order requiring the said directors to produce the company's books of account and such other documentary records as may be relevant to execution. 29.The application is principally anchored upon Order 22, rule 35 of the Civil Procedure Rules, which provides:35.Where a decree is for the payment of money, the decree-holder may apply to the court for an order that—(a)the judgment-debtor;(b)in the case of a corporation, any officer thereof; or(c)any other person, be orally examined as to whether any or what debts are owing to the judgment-debtor, and whether the judgment-debtor has any and what property or means of satisfying the decree, and the court may make an order for the attendance and examination of such judgment-debtor or officer, or other person, and for the production of any books or documents. 30.The import of the foregoing provision is clear. It confers upon the court, jurisdiction to summon a Judgment Debtor or, in the case of a corporate entity, its officers for examination concerning the existence of assets, liabilities, debts or other means capable of satisfying the decree. The object of such examination is not punitive. Rather, it is a discovery mechanism intended to facilitate execution by enabling a Decree Holder obtain information that ordinarily lies within the exclusive knowledge of those managing the affairs of the Judgment Debtor. 31.In Ultimate Laboratories v Tasha Bioservice Nairobi HCCC No. 1287 of 2000 (unreported) Ltd the court aptly observed;“The court’s duty under the Order and Rule in question is limited to ensuring that the person being examined answers all the questions which are fairly, pertinent and properly asked and it is thereafter up to the decree-holder to use the said information to proceed with execution where the examination unearths assets or other means of satisfying the decree.”“While I agree with the defendant’s/Judgment Debtor’s advocate that the objective of an examination of a company’s director or officer under Order XX1 Rule 36 is to obtain discovery, for the purpose of execution of a decree against the company, as to whether any or what debts are owing to the judgment –debtor and whether the judgment-debtor has any and what property or means of satisfying the decree, I don’t agree that the court does not have the power in an application in execution which is grounded under the above provisions as well as the inherent power of the court and all other provisions of the law to lift the corporate veil of the company and order the director to personally discharge the debts of the company”.Two things emerge from the above proposition. One, the power of the court to summon a person to attend and be examined under Order 22 Rule 35 is circumscribed with the purpose set out in the rule. That is;“…..as to whether any or what debts are owing to the judgment-debtor, and whether the judgment–debtor has any and what property or means of satisfying the decree.I, therefore, take the view that, as long as the Applicant has shown that the Respondent is in a position to provide information in the nature of discovery….as to whether any or what debts are owing to the judgment – debtor, and whether the judgment–debtor has any and what property or means of satisfying the decree, the court should summon the person to attend and be examined in relation to the purpose stated in the rule. Accordingly, I do not think, the rule places such a high and onerous standard as it has been argued by the Respondent, that the Applicant must establish; 1) the debtor’s debts and properties; and 2) that the person to be examined has knowledge of or interest in or connection with the judgment-debtor’s identified debts and properties which are subject of investigation. That kind of approach will defeat the entire purpose of the rule because the rule enables the Applicant to seek for information in the nature of discovery to assist the decree - holder to follow through on the execution. If the decree- holder already has such definite information of the debts and properties of the Judgment Debtor, there will be need of applying for examination of a person on what is already available. In such situation, the decree-holder should just proceed and execute on the judgment-debtor’s known properties. The second thing; any person may be summoned under the rule, and such person need not have any or direct connection with the issues in the case whatsoever as urged by the Respondent. What needs to be satisfied is the threshold I have mentioned above and the person shall be summoned under the rule.” 32.From the above, the court emphasized that the purpose of the provision is to enable a Decree Holder obtain information in the nature of discovery, and that the Applicant need not demonstrate prior knowledge of the Judgment Debtor's assets before invoking the Rule. Were that the requirement, the Rule would serve little practical purpose, as a Decree Holder in possession of such information would ordinarily proceed directly with execution. 33.I respectfully agree with that reasoning. The threshold under Order 22, rule 35 is neither onerous nor technical. What an Applicant must demonstrate is that the proposed examinees are persons likely to possess information regarding the Judgment Debtor's assets, liabilities or means of satisfying the decree. Once that threshold is met, the court's discretion ought to be exercised in favour of facilitating the discovery process contemplated by the Rule. 34.More recently, in Laborex Kenya Limited v Kileleshwa Pharmaceuticals Limited [2024] KEHC 12934 (KLR), the High Court reaffirmed that the proceedings under Order 22, rule 35 are separate and distinct from lifting the corporate veil. The court observed that it is erroneous to conflate an application seeking examination of company officials with an application seeking to impose personal liability upon them. 35.That distinction is important. Examination under the Rule is ordinarily the first step, it serves as an evidentiary and fact finding process which may where appropriate, inform any subsequent application seeking further relief. It cannot therefore be dismissed because the Decree Holder ultimately intends to pursue more extensive remedies. 36.In the present case, the Applicant contends that judgment was entered in its favour and a decree issued. but the decretal sum remains wholly unsatisfied. It further asserts that despite repeated demands and assurances of payment by the directors no meaningful steps have been taken towards settlements. 37.The Applicant alleges that attempts at execution have been frustrated by the Judgment Debtor conduct, including alleged relocation of its offices, concealment of assets and continued operation through other entities and jurisdictions. The Applicant therefore maintains that only the directors can adequately explain the company's true financial position and means of satisfying the decree. 38.The Respondent, opposes the application on the basis that it is premature, and that the Applicant has not exhausted the available execution mechanisms under Order 22 of the Civil Procedure Rules. It further attributes the failure to satisfy the decree to financial constrains arising from pending payments ongoing litigation and restructuring. 39.I am unable to agree with the Respondent's argument that examination under Order 22, rule 35 is contingent upon the prior exhaustion of all available modes of execution. The Rule contains no such requirement. Its language is clear and unqualified. It establishes an independent procedure intended to aid execution by facilitating access to information concerning the Judgment Debtor's financial affairs. To impose an exhaustion requirement would amount to reading into the Rule conditions that are neither expressed nor implied. 40.It is common ground that the decretal sum remains outstanding. The Respondent has not disputed either the existence of the decree or the fact that it remains unsatisfied. While the Respondent attributes the non-payment to financial difficulties, pending receipts, and restructuring efforts, those matters remain peculiarly within the knowledge of the company's directors and officers. They are precisely the matters that Order 22, rule 35 contemplates should be disclosed through examination under oath. 41.Further, although the Applicant has made allegations concerning concealment of assets, subcontracting arrangements and continued operations in other jurisdictions, this Court is mindful that those allegations remain disputed. However, that is not a basis for declining the orders sought. On the contrary, the existence of disputed questions regarding the company's financial affairs reinforces the need for examination. 42.I am persuaded by the reasoning adopted in Laborex Kenya Limited v Kileleshwa Pharmaceuticals Limited (supra) that examination of company officials should ordinarily precede any consideration of whether circumstances exist to justify lifting the corporate veil. Before determining whether directors have abused the corporate personality, it ought first to ascertain the company's true financial position through the statutory mechanism provided under Order 22, rule 35. 43.In the present case, the Applicant has demonstrated that there exists an unsatisfied decree, that execution has not yielded payment and that the directors are the persons most likely to possess information regarding the company's assets, liabilities, financial affairs and means of satisfying the decree. Those facts satisfy the threshold contemplated under Order 22, rule 35 of the Civil Procedure Rules. 44.Accordingly, I find that the Applicant has established sufficient grounds to for the issuance of an order requiring the directors of the Judgment Debtor namely Abdulaziz Mohamed Karshe, Ali Sheikh Hassan, Abdullahi Salat Hussein and Ahmed Mohamed Karshe to attend court for examination on oath and to produce the company's books of account, financial statements, banking records and such other documents as may be necessary to disclose the company's assets, liabilities and means of satisfying the decree.Whether the Applicant has established sufficient grounds to lift the corporate veil and hold the directors personally liable 45.Upon incorporation, a company acquires a legal personality separate and distinct from that of its shareholders and directors. As a consequence, its rights, obligations and liabilities are ordinarily its own and cannot be automatically attributed to those who own or manage it. This principle was firmly established in the celebrated decision of Salomon v A. Salomon & Co. Ltd [1897] AC 22, where the House of Lords held that a duly incorporated company is a distinct legal entity whose liabilities cannot ordinarily be imposed upon its shareholders merely because they control or own the company. 46.However, the doctrine was never intended to provide a shield behind which directors may perpetrate fraud, evade lawful obligations or abuse the corporate form to defeat the ends of justice. Consequently, courts have, recognised limited and exceptions circumstances in which the corporate veil may be pierced. In Riccatti Business College of East Africa Limited v Kyanzavi Farmers Company Limited [2016] KECA 763 (KLR) the Court of Appeal affirmed that the jurisdiction to pierce the corporate veil is exercisable only in exceptional circumstances where there is clear and cogent evidence that the corporate personality has been abused for fraudulent, illegal or improper conduct, sham transactions or where the company has been employed as an instrument for evading legal obligations. The burden rests squarely upon the party seeking such relief to establish the existence of those exceptional circumstance through credible and persuasive evidence. 47.The Applicant contends that the present case falls within those recognised exceptions. It argues that the directors deliberately closed the company's offices, concealed its assets, diverted its income through subcontracting arrangements, continued undertaking lucrative projects valued in excess of Kshs. 1 billion while refusing to satisfy the decree and established operations in South Sudan and Zambia to evade execution. The Applicant further relies on correspondence exchanged after judgment, dishonoured cheques allegedly issued by the Respondent and the Respondent's repeated promises to settle the decretal amount, all of which, according to the Applicant, demonstrate a deliberate scheme to frustrate execution. It therefore contends that the company is being used merely as a façade to shield its directors from liability. 48.The Respondent disputes those allegations and maintains that no evidence of fraud, illegality or abuse of the corporate structure has been established. It attributes its inability to satisfy the decree to financial constraints arising from pending payments, ongoing litigation and restructuring of its business operations. The Respondent further argues that the directors were not parties to the substantive proceedings and that the imposition of personal liability at the execution stage would violate principles of natural justice by effectively introducing new Judgment Debtors without a substantive determination of liability. 49.Having considered the parties' respective positions, I am not persuaded that the material presently before the Court meets the high threshold required for lifting the corporate veil. There is no doubt that the Applicant has raised legitimate concerns regarding the conduct of the Judgment Debtor and the continued failure to satisfy the decree. Equally, there is material suggesting that the company may still be engaged in commercial activities notwithstanding its failure to discharge its obligations under the decree. However, the issue before the Court is not whether the Judgment Debtor has delayed or failed to pay the decretal sum. The issue is whether there is sufficient evidence to justify disregarding the company's separate legal personality and imposing personal liability upon its directors. In my view, that threshold has not yet been attained. 50.I find persuasive the reasoning adopted in Laborex Kenya Limited v Kileleshwa Pharmaceuticals Limited [2024] KEHC 12934 (KLR), where the court emphasized that proceedings for examination under Order 22, rule 35 are distinct from proceedings seeking to pierce the corporate veil. The court observed that examination serves as a discovery mechanism through which the true state of a company's affairs may be ascertained before a determination is made as to whether exceptional remedies are warranted. Similar reasoning is evident in Ultimate Laboratories v Tasha Bioservice Limited and Ramaben Ramnikal Patani & Others v Garden Chambers Limited [2019] KEHC 12340 (KLR), which underscore that examination under Order 22, rule 35 is intended to uncover information relating to the Judgment Debtor's assets, liabilities and financial capacity. 51.I respectfully agree with that approach. In appropriate circumstances, information disclosed during examination may reveal facts capable of supporting an application to pierce the corporate veil. Conversely, the examination may demonstrate that the company's inability to pay is attributable to genuine commercial difficulties rather than fraudulent or improper conduct. Either way, the statutory discovery process serves an important evidential function. To bypass that process and immediately impose personal liability upon directors would risk undermining both the purpose of Order 22, rule 35 and the long-established principle of separate corporate personality. 52.Consequently, the Notice of Motion dated 6th May, 2025, is partly allowed to the extent only that the directors of the Judgment Debtor, namely Abdulaziz Mohamed Karshe, Ali Sheikh Hassan, Abdullahi Salat Hussein and Ahmed Mohamed Karshe, shall attend court on a date to be fixed for examination on oath regarding the Judgment Debtor's assets, liabilities, debts and means of satisfying the decree herein. The said directors shall further produce all books of account, financial statements, asset registers, bank records and such other documents relating to the financial affairs of the Judgment Debtor as may be necessary for purposes of the examination. 53.The prayers seeking the lifting of the corporate veil, the imposition of personal liability upon the directors, issuance of warrants of attachment against their personal assets and their committal to civil jail are declined at this stage, without prejudice to the Applicant's right to seek appropriate relief upon the conclusion of the examination should sufficient grounds emerge. 54.Orders accordingly. DELIVERED, DATED AND SIGNED VIRTUALLY THIS 10TH DAY OF JULY, 2026RHODA RUTTOJUDGECourt Assistant: WabwireMr. Githui for Judgment Debtor/RespondentMr. Mnyore for the Decree Holder/Applicant