https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/8981

Republic v Registrar of Companies; African Marine and General Engineering Company Ltd & another (Ex parte) (Judicial Review Miscellaneous Civil Application E020 of 2025) [2026] KEHC 8981 (KLR) (26 June 2026) (Directions) Neutral citation: [2026] KEHC 8981 (KLR) Republic of Kenya In the High Court at Mombasa Judicial Review Miscellaneous Civil Application E020 of 2025 J Ngaah, J June 26, 2026 Between Republic Applicant and The Registrar of Companies Respondent and African Marine and General Engineering Company Limited Ex parte Alnoor Habib Jiwan Ex parte Directions 1.The applicants have filed in this Honourable Court a motion dated 5 September 2025 in which they primarily seek judicial review order in terms that have been couched as follows:An order of judicial review of mandamus be and is hereby issued to compel the Respondent either directly or through his officers, agents and/or staff working under him to receive, accept and approve the Ex Parte Applicants’ application reference number CR-33169725 and to register the removal of Sabareesan Asokan as a Director of African Marine and General Engineering Company Limited, the 1st Applicant Company herein not later than seven (7)days of this order. 2.According to the statutory statement and the affidavit sworn by the 2nd applicant to verify the facts relied upon, one Sabareesan Asokan was appointed as a Director of the 1st applicant company in a meeting convened on 21 December 2020 and attended by two Directors of the 1st Applicant Company. 3.It is alleged that the appointment of Sabareesan Asokan as a Director of the company was in contravention of the Articles of Association of the company. When the 2nd applicant learned of the appointment, he invited the directors of the company for a meeting vide a notice dated 15 May 2025. The meeting was scheduled for 17 June 2025 and its main agenda was the removal of Sabareesan Asokan as a Director of the Company. 4.The Directors did not attend the meeting of 17 June 2025 and, therefore, the applicant says that he exercised his powers under Article 62(c) of the company’s Articles of Association and reversed the decision appointing Sabareesan Asokan as a Director of the company. However, when the applicant lodged a formal application for registration of the resolution of the company, the applicant declined to accept the application. It is for this reason that the applicant has sought the order of mandamus against the respondent to effect the changes. 5.The respondent did not file any response to the application. Directions were taken to the effect that the application be disposed of by way of written submissions. 6.When I retreated to write a judgment in this matter, my first impression was that that this was a purely commercial dispute that ought to have been determined as such. It could be that I was wrong but even if I were wrong, my attention has been drawn to the depositions in the affidavit by the 2nd applicant in which he has sworn, inter alia, there is a pending civil suit over the directorship and management of the 1st applicant company in the Civil and Commercial Division of this Honourable Court at Mombasa. To quote the applicant:“20.The Applicants moved to Mombasa High Court vide HCCOMM NO. E043 OF 2025 seeking orders to restrain the respondent from discharging duties of the office of the Director of the 1st Applicant Company. The said case is still pending.21.Initially we had sought an order to compel the Respondent to register the removal of Sabareesan Asokan as a Director of the 1st Applicant Company but we have since been advised that such an order can only be obtained through judicial review proceedings in which the Respondent is a party. Accordingly, we have since amended our plaint to remove the prayer directed at the Respondent and have only remained with prayers which seek to restrain Sabareesan Asokan from discharging duties as a Director of the 1st Applicant Company. Annexed herewith and jointly marked as "AHJ 12" is a true copy of the plaint and temporary orders issued by Justice Florence Wangari.” 7.Based on these depositions, the applicant’s instant suit puts this Honourable Court on a potential collision course. I say so because there is every possibility of the Honourable Court issuing contrasting orders over the same subject matter if the two suits filed by the applicants are determined by two different judges. 8.In order to avert this embarrassment, and in the view of the depositions made by the applicants on the court’s position on grant of reliefs for judicial review, I direct that this matter be placed before Honourable Wangari, J. who is seized of HCCOMM NO. E043 OF 2025 for directions on the disposal of this particular case. Orders accordingly. SIGNED, DATED AND DELIVERED ON 26 JUNE 2026NGAAH JAIRUSJUDGE