Company in winding up case has had same directors for 34 years

Friday December 9 2016

A security guard screens a man as he enters the

A security guard screens a man as he enters the Mombasa Law Courts. Justice Patrick Otieno of the Mombasa High Court has ruled that a case in which a man seeks to have Kilindini Warehouses (Kenya) Ltd wound up will be heard on May 2, 2017. Mr Omar Saleh Said claims his brother, Mr Awadh Saleh Said, has excluded him from running the company. FILE PHOTO | NATION MEDIA GROUP 

By PHILIP MUYANGA
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A company which is at the centre of a winding up petition has had similar shareholders from the time it was incorporated 34 years ago, a report from the office of the Registrar of Companies filed in court reveals.

The company has fixed assets valued at close to Sh1 billion in real estate.

According to a report by senior deputy registrar general, Mr James Nduna, Kilindini Warehouses (Kenya) Limited’s nominal share capital remains at Sh100,000 divided into 1,000 shares of Sh100 each.

The report indicates that brothers Awadh Swaleh Said, Omar Swaleh Said and the estate of the late Hussein Swaleh Said have a total of three shares each.

Mr Nduna’s report further states that at the date of incorporation in 1982, the nominal capital of the company was Sh100,000 divided into 1,000 shares of Sh100.

At the time, Awadh Saleh Said, Hussein Saleh Said and Omar Saleh Said were listed as the only directors and shareholders of the company.

The High Court in Mombasa had ordered the Registrar of Companies to provide the current particulars of directors together with copies of the latest returns and resolutions if any.

CONTRADICTORY NOTICES

The report further states that the company filed contradictory notices of change of directorship on two different occasions regarding the same appointment of a director hence it is not clear which of the documents filed is valid.

“On September 23, 1999, the company filed with the Registrar of Companies a notification of change of directors to the effect that on June 28, 1999 Swaleh Awadh Saleh was appointed a new director,” the report says.

The report also notes that the notification of the change of directors was not in line with the requirements of the Companies Act since no annual or special general meeting had been convened for purposes of electing the new director.

It further said no resolution appointing the new director was registered with the Registrar of Companies.

The hearing of the winding up petition was to be heard on November 29, 2016 and would have been preceded by the cross examination of Mr Nduna, the author of the report which is dated February 8, 2016.

LAWYERS DELAY CASE

The case could not proceed after Justice Patrick Otieno was informed that one of the lawyers was not present.

Mr Omar Saleh Said filed the petition seeking to have the company wound up claiming that his brother, who is the managing director of the company, Mr Awadh Saleh Said, has excluded and oppressed him and other shareholders.

The petitioner further claims that he has not been given any financial reports or secretarial records of the company.

“The petitioner is constantly frustrated and harassed by Awadh Saleh Said from enquiring or getting involved in the affairs of the company,” the petition reads.

In response, Mr Awadh Saleh Said said he has not excluded the petitioner and has never failed to account for the day-to-day business and financial affairs of the company.

He further claimed that since the petitioner is no longer a shareholder or a director of the company from December 6, 1999, he is not entitled to the financial or secretarial records of the company.

According to the petition, among the objectives of the company was to acquire land, construct, maintain, lease and operate warehouses anywhere in the country.

The case will be heard on May 2, 2017.