Wendano Matuu & Company Limited & 2 others v Kioko & 7 others (Civil Case 2 of 2014) [2026] KEHC 5936 (KLR) (30 April 2026) (Ruling)

REPUBLIC OF KENYA IN THE HIGH COURT OF KENYA AT MACHAKOS CIVIL CASE NO. 2 OF 2014 WENDANO MATUU & COMPANY LIMITED ................1ST PLAINTIFF STEPHEN NDAMBUKI MULI ............................................2ND PLAINTIFF ONESMAS MUISYO KIMATU ...........................................3RD PLAINTIFF VERSUS JOSHUA KIMEU KIOKO ..................................................1ST DEFENDANT JAMES KIOKO KIVUVO .................................................2ND DEFENDANT JOHN BOSCO NDINGA ....................................................3RD DEFENDANT SAMUEL MWANZA NZIOKA .........................................4TH DEFENDANT JUVENALIS MUSYOKI KAVITA ...................................5TH DEFENDANT MANGU NDOLO ................................................................6TH DEFENDANT ROSE NDANU MUTUA .....................................................7TH DEFENDANT PHILIP MUNYAKA MULI ……………………….INTERESTED PARTY AND RULING 1. Before this court are two applications and a preliminary objection. The same arise from the same subject matter and were hence consolidated and heard together. HCC NO. 2 OF 2014 1 2. The first application is a Notice of Motion dated 10th September 2025 which was amended vide a Notice of Motion dated 17th September 2025. By this application, the Plaintiff seeks an order for stay of execution of the judgment and decree herein delivered on 14th July 2025 pending hearing and determination of an intended appeal or until further orders of this court. The application also seeks an order for supervision of the order of stay of execution by the police. This application is supported by the affidavit of Stephen Ndambuki Muli sworn on 17th September 2025 wherein he deposes that the Applicants are still the directors of the Plaintiff and being aggrieved by the judgment and subsequent orders thereto they intend to appeal; that the judgment as it stands is prejudicial to the 1 st Plaintiff as it has provided a lacuna, a gap, in the control of the affairs of the company in so far as it purports to remove the control of the company from the 2nd and 3rd Plaintiffs, who have never been lawfully replaced as directors; that the judgment is incapable of being implemented because it refuses to recognize the 2nd and 3rd Plaintiffs as amongst the lawful officials of the 1st Plaintiff and as such it will not be possible for the Registrar of Companies to obtain the list of members; further, that the Plaintiffs shall suffer substantial loss unless the orders of stay of execution are granted in that the court failed to state who shall give notice to call a meeting for the elections; that the court held that the 1 st Plaintiff had no officials yet the 2nd and 3rd Plaintiffs are the lawful officials and had brought this suit to protect the company from being illegally taken by the Defendants; that the court did not specify who the Team referred to in the judgment as being the ones to hold the elections is; that the Registrar of Companies is yet to hold the meeting without a valid list of members and hence HCC NO. 2 OF 2014 2 the company risks being taken over by strangers; that the judgment does not establish accountability measures that are to be taken by the Registrar of Companies, its Team and the Registrar of Lands and hence places the Company’s members at risk of being fleeced of its assets and the risks of being embezzled. It is also averred that the judgment is so unconscionable that if it is implemented it shall render nugatory the intended appeal which appeal is arguable and further that the Defendants shall suffer no prejudice as the court has already determined that their election was irregular. As for the deposit of security, it is averred that the Plaintiffs/Applicants undertaking that they shall continue to diligently run the affairs of the company should suffice. 3. The amended Notice of Motion is vehemently opposed by the Defendants and the interested party. The Defendants have through the Replying affidavit sworn on 23rd September 2025 by Joshua Kimeu Kioko – the 1st Defendant, deponed that they are not aware of any irregularity in the appointment or engagement of the Company Secretary of the 1st Plaintiff in relation to the elections ordered by the court; that the Defendants were not opposed to the convening of the extraordinary general meeting that was scheduled for 25th September 2025 and their only desire is that they be duly involved in the process leading upto and including the said meeting; that involvement of the Advocates will ensure that the process is conducted in a transparent, accountable and lawful manner, free from any irregularity of prejudice. Further, that involvement of the Defendants will not in any way prejudice the Plaintiffs or the interested party but will foster confidence, fairness and compliance with both the courts directions and the governing law. The Defendants urge this court to dismiss the application with costs to themselves. HCC NO. 2 OF 2014 3 4. The application dated 17th September 2025 is also vehemently opposed by the interested party who by a replying affidavit sworn on 19th September 2025 takes issue with the 2nd Plaintiff/Applicant reference of himself as a director of the 1st Plaintiff despite this court having ordered fresh elections within 90 days from the date of the judgment delivered on 14th July 2025. The interested party also deposes that should the elections not be held, the shareholders, members and the company at large will be gravely prejudiced in that there will be no directors to conduct the affairs of the company; that the 1st Plaintiff has not held an Annual General Meeting since November 2013, a period of twelve years, yet the law requires that such meeting be held once every year and an order of stay if granted would perpetuate this illegality and irregularity; that the judgment of the court did not wrestle control of the company from the Plaintiffs or the Defendants but directed that fresh elections be held and both sides were at liberty to participate in the said elections; that if at all the 2nd Plaintiff has been controlling the assets of the 1st Plaintiff then he has been doing so in disregard of the orders of Nyamweya, J issued on 1st February 2017 that barred the Plaintiffs and the Defendants from dealing or disposing the properties of the 1st Plaintiff; that in defiance of those orders the 2nd Plaintiff in fact sold a property known as Donyo Sabuk/Kiboko Block 1/1884 to Canon Aluminium Fabricators Limited without the knowledge and consent of the members and shareholders of the company and squandered the proceeds; that the 2nd and 3rd Plaintiffs were on 9th December 2024 charged at the Chief Magistrate’s Court in Milimani with various offences in regard to that sale and as such the 2nd Plaintiff would use every trick in the book to forestall the elections so as not to be held accountable for the fraudulent sale; that the court’s HCC NO. 2 OF 2014 4 judgment cannot be faulted as it was fair and judicious. The interested party further deposes that election is a process and not an event hence the reason the court must have vested it in the hands of the Registrar of Companies; that rather than seeking a stay of execution, the Plaintiffs/Applicants ought to be seeking a clarification of the orders; that it is not for this court to consider whether the 2 nd and 3rd Plaintiffs intended appeal is arguable; that the proper court to determined that is the Court of Appeal and that is where the stay should be sought; that even were the elections to proceed no prejudice would be suffered by the 2 nd Plaintiff as he will have an opportunity to challenge the outcome and hence this application should be dismissed. 5. The second application is contained in the Notice of Motion dated 24 th September 2025. The same is filed by the Attorney General on behalf of the Registrar of Companies. It basically seeks to review, vary or set aside the order which directed the Registrar of Companies to hold the elections and to have it replaced with an order for the Independence Electoral and Boundaries Commission (IEBC) to hold the elections. The application is supported by the affidavit of Zachariah Mwangi sworn on 23rd September 2025. The gravamen on this application is that it has become difficult for the Registrar to comply with the order due to protests by the Advocates for the parties herein in regard to the appointment of a company secretary as directed by the court; that orders were issued by the CM’s court in Milimani which stopped the company secretary appointed from convening or presiding over the Annual General Meeting (AGM); that the Registrar of Companies does not have a budgetary allocation to conduct the Annual General Meeting; that the Registrar has no clear framework of the exact members of the HCC NO. 2 OF 2014 5 company who are alive from the time of the company’s inception in 1974 as neither the company nor its directors have ever filed or updated its list of members from the year 2000 in contravention of Section 94 and 95 of the Companies Act; that list of proxies has never been filed; that the lack of an authentic register of members/shareholders/proxies portends a great danger to resolving this longstanding dispute as well as the effective and conclusive resolution and implementation of the judgment; that unlike the IEBC the Registrar of Companies has no expertise nor capacity to conduct an election of a company especially a public one like this and more so as it does not have records of the company’s assets and register of accounts held by the company. Further, that the law vests the power to convene and hold general meetings in the directors and provides for the manner of holding elections and also the consequences for failure to comply with the law. The Registrar cites Sections 277(1) and 278(1)(a) and (b) and 279 (1) of the Companies Act; that ordinarily an order directing a company to convene and hold an AGM will only issue where the court is satisfied that it is not possible for the company to convene the meeting as required by the law and its Articles of Association and lastly that in similar matters, the Registrar of Companies has been accused of collusion, impartiality, being conflicted and taking partisan positions and as such the law has now taken away the power of the Registrar to convene meetings for public companies. The Registrar contends that he had done the honourable thing by coming back to explain the difficulties it has faced in trying to comply with the order and as such it is only fair and just that the order be varied as prayed. HCC NO. 2 OF 2014 6 6. In opposition to the Registrar’s application the Plaintiffs filed a Notice of preliminary objection dated 5th October 2025. The same raises issues of the competency of the application and the capacity of the Registrar to bring such and application. According to the plaintiffs the Registrar, not being a party to the application has no locus standi to bring the application and hence it is incompetent and should be dismissed. 7. On their part the Defendants place reliance on an affidavit sworn by the 1st Defendant on 1st October 2025 wherein they oppose the application and contend that as there is no appeal against the judgment and decree of the court, then the Registrar of Companies is legally bound to comply and cannot purport to reopen issues which were canvassed and determined by this court; that moreover, that upon being served with the application, the Registrar of Companies duly commenced implementation of the order by appointing a company secretary directing the appointed company secretary to issue a notice convening an extra ordinary General meeting for purposes of electing the directors of the 1st Plaintiff; endorsing the extraordinary General Meeting which was scheduled for 25th September 2025 and subsequently cancelling the said extraordinary General Meeting through a letter dated 24th September 2025. They also aver that it is not correct that the Registrar lacks capacity to call for the general meeting and to conduct the elections as alleged as the courts have overtime made similar orders given that the Registrar is clothed with statutory neutrality and oversight powers; that Sections 864, 867 and 869 empower the Registrar to supervise company processes, require production of records and ensure compliance; that the Registrar participated in these proceedings in these proceedings as a witness and has custody of the Company’s statutory file and can summon persons, demand filings HCC NO. 2 OF 2014 7 and ensure compliance; that to suggest that the election should be conducted by the IEBC is wholly misguided as IEBC’s mandate is to conduct public national and county elections but not private entities like the 1st Plaintiff and its involvement would be ultra vires. The defendants further depose that the Registrar should not rely on its dereliction of duty to call for records, to plead incapacity to comply with the order; that the Registrar cannot also use the lack of budgetary allocation to evade compliance as it can obtain a budget from Treasury; that fears of being accused of bias are speculative and cannot be used as a basis either; that the order of the magistrate in COMMSU No. E1328 of 2025 cannot vary or supersede those of this court and lastly that the application has not met the criteria for review as there is no new evidence, or error apparent on the face of the record or other sufficient cause to warrant this court to review, vary or set aside the orders earlier made. They urge this court to dismiss the application and instead direct and issue timelines for the Registrar of Companies to comply with the orders to:- (i) Produce the full company file in court; (ii) Compile a register of members and assets; and (iii) Preside over and conclude elections of Wendano Matuu Company limited. 8. The interested party objected to the Registrar’s application vide grounds of opposition dated 25th November 2025. It is averred that the Registrar of Companies is best placed to conduct the elections of the directors of the 1 st Plaintiff as directed by the court; that the election is a process which includes preparation and presiding over the election; that the 1st Plaintiff is not a political entity to warrant the IEBC to conduct its elections; that the Registrar of HCC NO. 2 OF 2014 8 Companies is the custodian of the company records and ought to have the 1 st Plaintiff’s records including members lists; that having been directed to conduct the elections it is not open for the Registrar of Companies to further delegate that function and lastly that the prayers sought by the Registrar amount to an abdication of its responsibilities conferred by this court. 9. As earlier stated the applications were consolidated and heard together by way of written submissions and as shall also be noted the preliminary objection raised by the Plaintiff was treated as a response to the application dated 24th September 2025. I see no need to reproduce the submissions here. Suffice it to state that I have carefully considered the applications, the grounds, the affidavits in support and in reply, the annexures, grounds of opposition, the preliminary objection, the rival submissions, the cases cited thereat and the law. In my considered view the following issues arise for determination: (i) Whether sufficient grounds have been raised to warrant this court to grant an order for stay of execution of the judgment and orders of this court issued on 14th July 2025 pending the hearing and determination of the 2nd and 3rd Plaintiff’s intended appeal. (ii) Whether the application dated 24th September 2025 is competent: whether the Registrar of Companies has the locus standi to being the application and if so whether or not the orders directed at the Registrar of Companies ought to be reviewed, varied or set aside as prayed. Analysis and determination Issue No. (i) have carefully considered the applications, the grounds, the affidavits in support and in reply, the annexures, grounds of opposition, the HCC NO. 2 OF 2014 9 preliminary objection, the rival submissions, the cases cited thereat and the law. In my considered view the following issues arise for determination: 10. The power of this court to stay of execution of an order already granted, stems from Order 42 Rule 6 of the Civil Procedure Rules. Rule 6(1) of order 42 requires that an Applicant for such an order meet the conditions: firstly, that there is an appeal; that the Applicant stands to suffer substantial loss should the order be refused and the appeal succeeds and the application must have been brought timeously and in the Court of Appeal the Applicant is required to demonstrate that they have arguable appeal which is likely to be rendered nugatory should the stay not be granted. There is a long line in regard to this issue and it is well settled that given that the court’s power is discretionary, the same must be exercised within the limits/confines Order 42 Rue 6(1). In the case of Samvir Trustee limited v Guardian Bank limited [2007] KEHC 2438 (KLR) the court stated:- “I appreciate and understand that the court in considering whether to grant or refuse an application for stay is empowered to see whether there exist any special circumstances which can sway the discretion of the court in a particular manner. But the yardstick is for the court to balance or weigh the scales of justice by ensuring that an appeal is not rendered nugatory while at the same time ensuring that a successful party is not impeded from the enjoyment of the fruits of his judgement. It is a fundamental factor to bear in mind that, a successful party is prima facie entitled to the fruits of his judgement, hence the consequence of a judgement is that it has defined the rights of a party with cognitive conclusion……..” 11. It must be nevertheless be borne in mind that in granting the stay the discretion of this court is fettered by the three condition’s set out in Order 41 Rule 6(1) of the Civil Procedure Rules but as observed by Odunga J, as he then was, in the case HCC NO. 2 OF 2014 10 of African Merchant Assurance Co. limited –v- Nyamai Kea and Ann Syombua Kioko (suing on behalf of the Estate of Vincent Kyalo Nyamai (deceased) [2020] KEHC 1685 (KLR) with the introduction of Sections 1A and 1B of the Civil Procedure Act the court must now go a step further and consider whether granting the order is in consonance with the overriding objective of the Civil Procedure Act. The court observed: “[9] In Vishram Ravji Halai vs. Thornton & Turpin Civil Application No. Nai. 15 of 1990 [1990] KLR 365, the Court of Appeal held that whereas the Court of Appeal’s power to grant a stay pending appeal is unfettered, the High Court’s jurisdiction to do so under Order 41 rule 6 of the Civil Procedure Rules is fettered by three conditions namely, establishment of a sufficient cause, satisfaction of substantial loss and the furnishing of security. Further the application must be made without unreasonable delay. To the foregoing I would add that the stay may only be granted for sufficient cause and that the Court in deciding whether or not to grant the stay and that in light of the overriding objective stipulated in sections 1A and 1B of the Civil Procedure Act, the Court is no longer limited to the foregoing provisions. The courts are now enjoined to give effect to the overriding objective in the exercise of its powers under the Civil Procedure Act or in the interpretation of any of its provisions. According to section 1A(2) of the Civil Procedure Act “the Court shall, in the exercise of its powers under this Act or the interpretation of any of its provisions, seek to give effect to the overriding objective” while under section 1B some of the aims of the said objective are; the just determination of the proceedings; the efficient disposal of the business of the Court; the efficient use of the available judicial and administrative resources; and the timely disposal of the proceedings, and all other proceedings in the Court, at a cost affordable by the respective parties. [10] It therefore follows that all the pre-Overriding Objective decisions must now be looked at in the light of the said provisions. This does not HCC NO. 2 OF 2014 11 necessarily imply that all precedents are ignored but that the same must be interpreted in a manner that gives effect to the said objective. What is expected of the Court is to ensure that the aims and intendment of the overriding objective as stipulated in section 1A as read with section 1B of the Civil Procedure Act are attained. It is therefore important that the Court takes into consideration the likely effect of granting the stay on the proceedings in question. In other words, the Court ought to weigh the likely consequences of granting the stay or not doing so and lean towards a determination which is unlikely to lead to an undesirable or absurd outcome. What the Court ought to do when confronted with such circumstances is to consider the twin overriding principles of proportionality and equality of arms which are aimed at placing the parties before the Court on equal footing and see where the scales of justice lie considering the fact that it is the business of the court, so far as possible, to secure that any transitional motions before the Court do not render nugatory the ultimate end of justice. The Court, in exercising its discretion, should therefore always opt for the lower rather than the higher risk of injustice…..” 12. Having set out the conditions that the Applicant ought to satisfy and the other issues the court must take into consideration, I now turn to determine whether the applicant herein has satisfied the criteria as would warrant grant of the order for stay of execution. Having applied the principles stet out in the cases cited above, it is my finding that the Applicants have not met the criteria. Looking at the grounds on the face of the application and the depositions in the supporting affidavit the issues raised do not support the application but rather are issues which should be raised in the appeal. The Applicants chose to impugn the judgment by poking holes into it rather than demonstrate that they satisfy the conditions for stay of execution. Indeed the entire supporting affidavit is an indictment of the judgment of Muigai, J and to grant the order sought would be HCC NO. 2 OF 2014 12 tantamount to sitting on appeal against the judgment of my sister Judge – a court of concurrent jurisdiction, which I cannot do. As to whether the stay would not prejudice the Defendants that cannot be the reason the court should grant an order. The real “Defendants” in this case is the Company – the 1st Plaintiff – whose members and shareholders, the court set out to protect in issuing the impugned order. It is therefore matters not that the Defendants shall suffer no prejudice if the order is not granted. 13. It is also not lost to this court that once this court rejected the 2 nd and 3rd Plaintiffs application for an interim order of stay they obtained a stay from the magistrate’s court – a forum which lacks the requisite jurisdiction to deal with matters under the Companies Act. That order is in the premises null and void as it cannot in any event supersede or override the orders of the High Court. The application dated 17th September 2025 is clearly not merited and is for dismissal. Issue (ii)Whether the application dated 24th September 2025 is competent: whether the Registrar of Companies has the locus standi to bring the application and if so, whether or not the orders directed at the Registrar of Companies ought to be reviewed, varied or set aside as prayed. 14. This issue pertains to the application of the Registrar of Companies. It was argued by the 1st and 2nd Plaintiffs that the application is incompetent for being brought by a party without locus standi. I have carefully considered the issues raised in the preliminary objection and my simple answer is that whereas the Registrar of Companies was not a principal party in the suit, that office was affected by the orders made by the court in the judgment and as such the Registrar HCC NO. 2 OF 2014 13 of Companies was entitled to approach the court as it did. The preliminary objection clearly has no basis and it is overruled. 15. What about the Registrar’s application for review of the order? For an application for review to succeed the court must be satisfied that there is discovery of new and important matter or evidence, or a mistake or error apparent on the face of the record or other sufficient reason – see Order 45 of the Civil Procedure Rules. The orders the Registrar seeks to have reviewed, varied or set aside are framed as follows: “[138] In application of Section 131, 132, 277 & 279 of Companies Act 2015 (that set out AGM and elections of Directors of a Company) & Section 382 & 389 of Companies Act 2015 (that set out the Roles Of Registrar of Companies) this Court in exercise of Section 280 of Companies Act ,2015 orders as follows; [139]An election of Directors of Wendano Matuu Public Company shall be held within 3 months from today in accordance with Memorandum & Articles of Association of the Company and/or in compliance with the Companies Act 2015. [140]The election shall be prepared and presided over by the Registrar of Companies and Team. [141]The Registrar of Companies shall compile and avail Register of Assets, Register of Accounts held by / of Wendano Matuu Company to the Court; Court No1 Machakos High Court by 24/9/2025. [142]The Land Registrar Machakos shall compile List of Properties, owned, leased, charged, mortgaged by Wendano Matuu Public Company to the Court ;Court No 1 Machakos High Court by 24/9/2025 and shall HCC NO. 2 OF 2014 14 not register any property, sale transfer subdivision of Wendano Matuu until elections are conducted. [143]The OCS Machakos Police Station & Regional Commissioner Machakos County shall ensure safety and security of conduct of Wendano Matuu and members/shareholders of Wendano Matuu Company before during and after the election. [144]The Registrar of Companies to ensure a current updated list of members/shareholders/proxies/representatives is first prepared and available for inspection and/or facilitate appointment of Company Secretary before conduct of lawful elections under Companies Act. [145]The results of the election shall also be relied to the Court Court No1 Machakos High Court by/on 1/10/2025. For release of assets, property and access to accounts thereafter. The new Directors shall take over management and operations of the Company.” 16. Other that stating that the Registrar of Companies does not have a budgetary allocation to implement or execute the above orders; that the orders should ordinarily be implemented by the directors of the 1st Plaintiff company; that the IEBC is in a better position to execute the orders, the Registrar does not point out any mistake or error apparent on the face of the record. Neither does the Registrar allude to any new evidence. I am also not persuaded that he meets the criteria for grant of the order on the ground of any other sufficient reason. In my considered view the orders of Muigai J were express, clear and un-ambiguous and it is for the very reason that the Judge was satisfied that there were no directors of the 1st Plaintiff capable of calling a general meeting and conducting elections, that she made the orders directed at the Registrar. That the Judge may have not applied the law governing companies correctly as the Registrar seems to suggest cannot HCC NO. 2 OF 2014 15 form the basis for review of her orders that would be a ground of appeal. It is therefore my finding that the application has no merit. My finding is fortified by the decision of the Court of Appeal in the case of National Bank of Kenya Limited v Ndungu Njau [1997] eKLR where the court stated: “A review may be granted whenever the court considers that it is necessary to correct an apparent error or omission on the part of the court. The error or omission must be self-evident and should not require an elaborate argument to be established. It will not be a sufficient ground for review that another Judge could have taken a different view of the matter. Nor can it be a ground for review that the court proceeded on an incorrect exposition of the law and reached an erroneous conclusion of law. Misconstruing a statute or other provision of law cannot be a ground for review. In the instant case the matters in dispute had been fully canvassed before the learned Judge. He made a conscious decision on the matters in controversy and exercised his discretion in favour of the respondent. If he had reached a wrong conclusion of law, it could be a good ground for appeal but not for review. Otherwise we agree that the learned Judge would be sitting in appeal on his own judgment which is not permissible in law. An issue which has been hotly contested as in this case cannot be reviewed by the same court which had adjudicated upon it.”( underling mine). 17. My decision also finds support in the case of Tom Martins Kibisu v Republic [2018] eKLR where the Supreme Court held: “[49]Be that as it may, we are inclined to consider the application before us, more so the allegations therein, so as to clearly put everything into context. In that regard, while the application before the Court is framed as one seeking review for correction of errors apparent on the face of the record, the mischief is in the details. An application cannot be said to be HCC NO. 2 OF 2014 16 for correction of errors when it is anchored and replicate with allegation of discontentment with the Court’s finding and/or appreciation of legal principles and their interpretation thereof. Such dissatisfaction is normally a ground for appeal. Unfortunately for the applicant, even that appeal option has been exhausted and as this is the apex court of the land, and as he himself has correctly observed, litigation has to come to an end. [50]Further, in an application for correction of errors, the focal point is usually the judgment of the Court/tribunal which is sought to be corrected. An applicant is thus duty bound to specifically point at the particular page/paragraph and/or portion of the judgment where he opines that the alleged error is situated. Suffice it to say, an error cannot be apparent on the face of the judgment when that error requires evidence to be adduced so as to enable the Court to discern it. Needless to say, we fail to fathom why an application for correction of errors could even draw such a huge record like the one before us in this application. The precision of such an application and its clear nature is what clothes the Court with the jurisdiction to even move suo motto: for what is erroneous will occasionally be glaringly obvious. [51]We thus reiterate that an application for review of a Court’s judgment cannot call for the changing and/or altering of the Court’s final orders and findings drawn from the reasoning in the entire judgment……” (underling mine). 18. The upshot is that the preliminary objection of the 2 nd Plaintiff, the Notice of motion dated 17th September 2025 and the Notice of motion dated 24th September 2025 are all not merited and are hereby dismissed. However due to the nature of the proceedings the court shall decline to award costs to any of the parties but shall direct that each party shall bear its own costs. HCC NO. 2 OF 2014 17 19. The parties, more so the Defendants and the Interested Party have in their submissions sought other orders which in my view cannot be granted at this stage and are therefore dismissed. Disposition (1)The Application dated 17th September 2025 and 24th September 2025 and the preliminary objection dated 5th October 2025 be and are hereby dismissed. (2)That the orders of this court issued on 14th July 2025 shall remain un- disturbed save that as the time limited for the execution/implementation of the orders by the Registrar of Companies have expired as a result of the above applications, the time for so doing is extended by a further ninety (90) days except there be a stay of execution from the Court of Appeal or that court sets them aside. (3) The orders issued by the magistrate in Milimani CM’s court staying the orders of this court are null and void and are accordingly quashed to pave way for the implementation of the same. (4)That each party shall bear its own costs. Orders accordingly. Ruling signed, dated and delivered virtually on this 30th day of April 2026. HCC NO. 2 OF 2014 18 E. N. MAINA JUDGE In the presence of: Martin Muoki for 2nd, 1st, 5th & 7th Defendants Mr. Ombayo for the Plaintiffs Mr. Kamunya for Mbaluka for Interested Party No appearance for A.G Mary - Court Assistant/Interpreter HCC NO. 2 OF 2014 19