[2019] KEHC 3558 (KLR)
The court found that the application was procedural, seeking to legitimize the leadership of the applicants pursuant to elections conducted under the court's supervision. The court held that the issue of the validity of the Deputy Registrar-led election was already settled, as there was no appeal or challenge...
Source-derived case information.
- Citation
- [2019] KEHC 3558 (KLR)
- Parties
- Applicant: Richard Masinde Wafula & 219 Others; Respondent: Trans Nzoia Teachers Enterprises Ltd & 23 Others
- Court
- High Court
- Court Station
- High Court at Kitale
- Jurisdiction
- Kenya
- Case Number
- Civil Case 26 of 2018
- Procedural Posture
- Civil Application / Ruling on Application to Confirm New Company Directors and Effect Changes at the Registrar of Companies
- Outcome
- application allowed
- Judges
- HK Chemitei
- Legal Topics
- Company Directorship, Corporate Governance, Company Elections
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
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Parties
Richard Masinde Wafula & 219 Others
Applicant
Trans Nzoia Teachers Enterprises Ltd & 23 Others
Respondent
Procedural Posture
Civil Application / Ruling on Application to Confirm New Company Directors and Effect Changes at the Registrar of Companies
Legal Issues
- 1 Whether the court should confirm the new directors of Trans Nzoia Teachers Enterprises Ltd as elected during the special general meeting supervised by the Deputy Registrar.
- 2 Whether the Registrar of Companies should be ordered to effect changes in the company register to reflect the new directors.
- 3 Whether the elections conducted by the Deputy Registrar were valid and in compliance with the court's directives.
Ratio Decidendi
The court found that the application was procedural, seeking to legitimize the leadership of the applicants pursuant to elections conducted under the court's supervision. The court held that the issue of the validity of the Deputy Registrar-led election was already settled, as there was no appeal or challenge against the process or the court's prior directives. The court further reasoned that the respondents would not suffer prejudice as their membership rights in the company would not be affected by the recognition of the new directors. The court emphasized that the new officials must operate within the law and that any grievances regarding the elections could be addressed through...
Court Disposition
application allowed
Orders
- The persons elected as directors during the special general meeting of 7th March, 2019 are confirmed as the new directors of Trans Nzoia Teachers Enterprises Ltd.
- The Registrar of Companies is ordered to effect changes in the company register by substituting the current directors with the newly elected directors.
Full Case Text
Judgment text and source record
47 paragraphs
REPUBLIC OF KENYA
IN THE HIGH COURT OF KENYA
AT KITALE
CIVIL CASE NO. 26 OF 2018
RICHARD MASINDE WAFULA & 219 OTHERS....................................APPLICANTS
VERSES
TRANS NZOIA TEACHERS ENTERPRISES LTD & 23 OTHERS....RESPONDENTS
RULING
1. By their application dated 10th April, 2019 the Applicants prayed for the following orders:
A. The following persons be confirmed as the new directors of the Trans Nzoia Teachers Enterprise Ltd (TENT) pursuant to the election held on the 7th March, 2019 during the special general meeting supervised by the Deputy Registrar of the court, namely;
1. PAUL OPIMO.........................................CHAIRMAN
2. DAVID WEKESA.........................VICE CHAIRMAN
3. PIUS MAYENDE...................................SECRETARY
4. GILBERT WASILWA......ASSISTANTSECRETARY
5. SABINA SIMIYU...................................TREASURER
6. RACHEL NJUGUNA...................................MEMBER
7. STEPHEN NDIEMA.....................................MEMBER
8. LEAH KIMANI..............................................MEMBER
B. The Registrar of Companies be ordered to effect changes in the company register by substituting the current directors of Trans Nzoia Teachers Enterprise Ltd with the following Directors:
1. PAUL OPIMO..........................................................CHAIRMAN
2. DAVID WEKESA..........................................VICE CHAIRMAN
3. PIUS MAYENDE.....................................................SECRETARY
4. GILBERT WASILWA.......................ASSISTANT SECRETARY
5. SABINA SIMIYU....................................................TREASURER
6. RACHEL NJUGUNA....................................................MEMBER
7. STEPHEN NDIEMA......................................................MEMBER
8. LEAH KIMANI...............................................................MEMBER
C. Upon compliance with (B) above the Registrar of Companies do furnish the Plaintiffs Advocate with the CR12 form duly filled and containing information of the new Directors of the Trans Nzoia Teachers Enterprises Ltd (TENT)
2. The Applicants prayed for costs too.
3. The affidavit of Richard Masinde Wafula together with the relevant annexures supported the said application in which in essence reiterated the orders of this court which ordered the Deputy Registrar of this court to supervise the elections which were conducted on 7th March, 2019.
4. The said application was conducted and from the Deputy Registrar's report the aforementioned persons were elected as the officials. These are the same officials whom they seek to be recognised by the Registrar of Companies.
5. John Mwangi vide his replying affidavit sworn on the 16th April, 2019 has opposed the application on behalf of the rest of the Defendants and the substratum of the said objection is that no proper elections were conducted by the Deputy Registrar as mandated by this court. The main reason is that the elections were not done as per the directives of this court and specifically that they were not done within the stipulated time and date. That in the premises the Registrar did not have the capacity to enlarge the time. In short no proper elections were conducted.
6. The parties have filed written submissions which I have perused. The issue at hand respectfully and contrary to the assertion by the Respondent has nothing to do with the election. The question of the Deputy Registrar led election was water under the bridge as I understand it. That position is fortified by the fact that there was no appeal against the same neither is there an appeal against the directives or the ruling by this court ordering the elections.
7. The application on board is purely procedural in nature since it seeks to legitimise the Applicants leadership pursuant to the elections conducted under the auspices of this court. Does the respondent have anything to suffer? I do not think so as their position as members of the company as I have been made to understand shall not be prejudice.
8. In any case the new officials must work under the tenets of the law otherwise they are held responsible. Generally speaking, the elections of the company must be within the time frame as is determined by the Act.
9. Putting all the factors constant and in the interest of the shareholders, the application is hereby allowed. Should the Respondents have issues with the elections conducted by the Deputy Registrar then they are at liberty to make appropriate application.
10. The costs of this application shall be in the cause.
Dated, signed and delivered in open court at Kitale this 24th day of June, 2019.
______________
H K CHEMITEI
JUDGE
24/6/19
In the presence of;-
Mr Teti holding brief for Barongo for Respondent
Nyambegere for Applicant
Court Assistant – Kirong
Ruling read in open court.