Mysterious change of company’s bosses puts registrar on the spot

The Registrar of Companies is on the spot over the mysterious change of directors of a company that sold a prime piece of land worth more than Sh168 million to a logistics company owned by billionaire businessman Peter Muthoka.

Rahil International Limited entered into an agreement to sell the land on Mombasa Road to Acceler Global Logistics Limited.

Rahil International was registered in 2006 with Erich Koch, Marcos Brandalise and Dhanji Manji Ravji as directors.

According to court documents, it is claimed that a new set of directors and shareholders — namely Benjamin Tarus Kipkorir, David Ritho, Duncan Achar, James Mbugua Njoroge, Jackline Chelangat and Joseph Okoth — offered to sell the land to Acceler Global and went ahead to demand 10 per cent payment.

In an affidavit to the court, Mr Ravji said when he and fellow directors got wind of the deal they rushed to secure their documents with the company registry only to find that new directors had taken over the company in 2009 but the original file opened in 2006 during the firm’s incorporation was missing. He claimed they had been filing annual returns to date.

 “I believe the intended defendants (the 2009 registered directors) have unlawfully and fraudulently falsified various documents and purported to effect the aforesaid changes in directorship and shareholding of Rahil International Limited at the companies registry with a view to falsely and fraudulently holding themselves out as directors and shareholders of the Rahil International limited,” said Mr Ravji in court papers.

He said the original title for the suit property is with their lawyers, DV Kapila & Company, and at no time did they as directors instruct anyone to sell the property.

He said it is only by including the Registrar of Titles and Chief Lands Registrar would the court conclusively determine legitimacy of the land documents and the ownership of the company.

The directors who purport to have taken over the company in 2009 had appointed the law firm of LJA Associates to represent Rahil International in a separate case after Acceler Global sued them when the sale hit a snag.  

CONDUCT DUE DILIGENCE

As is standard practice, a deposit of Sh16.8 million, 10 per cent of purchase price, was paid with a professional undertaking being given by the lawyers for the purchaser that they would pay the balance of Sh151.2 million upon registration of the title in the name of the purchaser.

Mr Ravji wants the issue of who should represent Rahil International settled before the matter goes to full hearing. Mr Ravji wants Oraro and company advocates to represent Rahil and not LJA associates.

Also at the centre of the puzzling transaction is Coulson Harney Advocates, one of the biggest corporate and commercial law firms in the country, which has been taken to court by Acceler Global.

In February 2015, Coulson Harney Advocates  acting on behalf of  Acceler Global went to conduct due diligence  on Rahil International only to find that a search at the registry conducted before registration and after registration had discrepancies. The land appeared also to have two registered titles both with differing signatures and the handwriting on entries also differing.

Acceler Global instructed Coulson Harney not to complete the transaction and demanded a refund of the balance of the purchase price.

The law firm, whose lawyers are Richard Harney, Philip Coulson, Christine Mweti and Evans Monari, defied instructions not to pay Rahil International the purchase fee after the confusion over the title arose. But Coulson Harney replied saying that it was legally bound to release the money.

“As we had given a professional undertaking in respect of the balance of the purchase price to the vendor’s (seller’s) lawyers, we are legally bound to comply with its terms. Consequently, the partners of Coulson Harney having considered this matter carefully have determined to honour our undertaking and immediately release the balance of the purchase price,” they wrote.

Acceler Global instructed the law firm of Mohamed Muigai Advocates to go to court seeking orders to stop Coulson Harney from remitting the balance.

The High Court on March 31 issued an injunction restraining Coulson Harney from releasing the balance. But the law firm indicated that the suit had been overtaken by events as the money had been released.

When it emerged that Coulson Harney had already paid, Justice Eric Ogola of the Milimani Commerical Court issued orders restraining the directors of Rahil registered in 2009  from interfering with the money they had received pending hearing of the suit. Hearing continues.