Dispute-hit land company has only one director : The Standard

For seven years, rival groups have been in court fighting over the directorship of the company.

A land buying company at the centre of leadership wrangles has only one surviving director, the Registrar of Companies has revealed.

A letter by Assistant Registrar of Companies Joyce Koech, which is part of documents filed in court, indicates that Cheruiyot arap Chemgwony is the only surviving director of Solai Ruyobei Farm Limited following the death of two others.
The company owns over 8,000 acres of land and has over 1,200 members. For the past seven years, the company has been at the centre of leadership row pitting two factions.

Judicial Review

The letter dated June 25, 2019, was written in reference to a case Judicial Review No. 14 of 2018.
Mr Chemgwony had moved to seek orders to have minutes of an annual general meeting of July 18, 2012, which he claims was attended by two directors, now deceased.
“Take note that the Registrar has been notified that two original subscribers of the company are deceased, namely Morogo Chebet Arap Cheruge and Kiprono Chebet. As it stands, the only surviving director/shareholder is Cheruiyot arap Chemgwony,” read the letter in part.
For seven years, rival groups have been in court fighting over the directorship of the company.

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In March 23, 2015, an Annual General Meeting was held despite there being a stop order by the High Court.
New directors, Philip Cheptumo and Simon Kandie, were elected sparking leadership wrangle at the company.
Charles Olare and Richard Kipkoech, alleged former directors of the company, filed a suit against Cheptumo and Kandie.
The court then issued an order barring Cheptumo and Kandie or their servants from, in any way, advertising, holding or purporting to hold an AGM.
Olare and Kipkoech went back to court and filed a case to bar the Registrar of Companies from making changes in the records of the company and in particular registering new directors.
Justice Joel Ngugi, in a judgement delivered on May 30, 2019, ordered the management Board of the Company as at March 23, 2015, to call for a Special General Meeting of the company within 30 days with a sole agenda of electing new officials of the company as per their charter.

Special Meeting

The decision by Justice Ngugi saw Olare place an advert in one of the dailies on June 4, 2019, informing all the shareholders of the company of a scheduled Special General Meeting on June 29, 2019, at Acacia Groove Resort Kikopey-Gilgil.
Chemgwony, however, moved to court to stop the meeting, noting he was and still is the duly elected treasurer cum director of Solai Ruyobei Farm Limited.
He informed the court that Olare and his team (Richardson Kipkoech and Joseph Kipyegon) illegally elected themselves into office as directors through minutes dated July 18, 2012.
He says the alleged meeting that resulted in minutes of July 18, 2012, was not duly convened as required by the Company’s Act and Article of Association.

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Judicial ReviewRegistrar of CompaniesHigh Court