In a significant ruling aimed at resolving over a decade of leadership wrangles, the High Court in Kiambu has ordered the embattled Mbo-I-Kamiti Farmers Company Limited to hold an Annual General Meeting (AGM) and elect new directors.
Justice Dorah Chepkwony, in her judgment delivered in Civil Case No. E030 of 2022, observed that the company’s affairs had been “frozen in a long season of internal wrangles, disputed records, and contested directorship”. The court noted that no valid AGM had been held for approximately 14 years, leaving thousands of shareholders in a state of uncertainty.
The dispute pitted a faction of shareholders, led by Pauline Wangari Muchina, against the current leadership, including the 1st Defendant, Thuo Mathenge, who has served as the company’s Chairman.
The Plaintiffs argued that the current directors had held onto power based on a contentious AGM held on March 16, 2010. While that meeting initially resulted in the issuance of a CR12 (official list of directors), the Registrar of Companies later invalidated the results and withdrew the entries, directing a return to the status quo ante. Despite this, the Plaintiffs alleged that the 1st, 2nd, and 3rd Defendants continued to act as directors without a lawful mandate.
During the hearing, witnesses presented startling evidence regarding the company’s governance. One shareholder, David Mbugua Ndichu, testified that company records were being manipulated, showing “inconsistent names of unknown directors”.
Even more alarming were claims made by the 3rd Interested Party, Gicharu Mugo Mboche, who informed the court that the company’s official records reflected deceased persons as being active. He noted that two individuals, who died in 2017 and 2021 respectively, were still listed as attending an AGM allegedly held in April 2021—an indication, he argued, that the records were fraudulent.
The Defendants, led by Thuo Mathenge, sought to have the case dismissed on technical grounds. They argued that the High Court lacked jurisdiction because the Plaintiffs had not exhausted internal statutory mechanisms under the Companies Act before coming to court.
However, Justice Chepkwony dismissed these objections. The court found that because the company’s governance machinery had completely broken down, it was “impracticable” for members to follow standard internal procedures. The Judge ruled that the court must intervene to prevent a minority or a specific faction from “weaponizing” procedural provisions to frustrate the legitimate governance of the company.
The court granted a permanent injunction restraining the 1st, 2nd, and 3rd Defendants from interfering with the company’s management or disposing of its assets until a fresh AGM is conducted.
“We simply want a General Meeting to be held,” the Plaintiffs had pleaded throughout the trial. Justice Chepkwony agreed, ordering that Mbo-I-Kamiti Farmers Company Limited must now convene a lawful AGM to elect new officials at a time and manner to be determined by the court to ensure a fair and transparent process.
This ruling brings hope to hundreds of shareholders who testified that they have paid for survey fees and shares but have been denied title deeds and accountability for years.
