Dead lawyer ‘signed’ key factory files, court told
Milimani Law Courts.
A leadership wrangle has rocked a tea factory following a disclosure that documents for change of guard were sanctioned by a lawyer who died 11 years ago.
As a result, the High Court has been urged to invalidate the leadership of Central Highlands Tea Company Ltd in Murang’a, which has a share capital of Sh138million.
Company top director Kirubi Kamau and five others are accused of failing to account for Sh45 million advanced to the factory.
Mr Kamau, Mr Charles Njiru Kihara, Mr Michael Muranguri Gakund, Mr Gerald Maina Gikonyo, Mr David Githua Muraya and Mr Crispus Thuku Kinene are accused of assuming office through filing forged documents with the Registrar of Companies.
The documents were reportedly signed by Mr Robery Mburu Mbugua in 2019 yet the lawyer died in 2008.
The court has also been urged by four directors to order an audit of the company finances.
The plaintiffs are Mr Meshack Kibunja Kaburi, Mr James Njukira Ihura, Mr David Macharia Gichure and Mr Daniel Wanjie Waruinge.
Mr Kamau and his fellow directors are also accused of fraudulently bringing on board new shareholders.
Testimony filed at the court by the four shows fraud.
Distorted minutes
In the case filed by their lawyer Kabue Thumi under a certificate of urgency, the four distance themselves from letters and affidavits reportedly filed by Mr Mbugua in December 2019.
The directors have attached a copy of the obituary published in the Nation in December 2008.
“I neither authored nor signed the resignation later dated June 11 2018,” Mr Kaburi says in a sworn affidavit to support the petition to restore the original directors of Central Highlands Tea Company Ltd.
“I am a stranger to the affidavit...as I neither signed it nor appeared before the Commissioner of Oaths.”
Mr Ihura, Mr Gichure and Mr Waruinge also say they never quit from Central Highlands Tea Company, which receives leaves from 820 farmers.
Mr Kaburi says the company held a meeting on June 11 2018 but Mr Kamau and his associates filed distorted minutes with the Registrar of Companies.
He says what was agreed during the meeting at Enkare Hotel, Nairobi, is the true reflection of company leadership and members.
“The June 11, 2019 affidavits could not possibly have been commissioned by Mr Mbugua as he was dead,” Mr Kaburi says in his petition.
The plaintiffs say Mr Kamau and the other five directors have failed to diligently conduct the business of the company since they assumed office “irregularly”.
“The respondents have not acted in the best interest of the company and its shareholders, thereby exposing it to the risk of financial and reputational losses,” Mr Kaburi says.
He and the other three insist that the company’s assets will be wasted if the court fails to intervene.
They accuse the respondents of acting fraudulently by allocating themselves extra shares without authorisation.
Mr Kamau and the five directors are said to have brought on board new shareholders and failed to remit the entire sum paid to Highlands Tea Company.
According to the complainants, a share was sold for Sh180 but only Sh140 was surrendered to the company.
They say some farmers who take their leaves to the factory have not been paid.
“The respondents have not said when the payment will be made,” Mr Kaburi says in the affidavit.
Mr Kamau and his group asked the High Court for more time to respond to the accusations.
The court directed that they file their response in seven days.
Mr Kaburi and his colleagues were also given seven days to reply to the respondents.
