Judge David Majanja dismissed an application by Kihingo Village (Waridi Gardens) Management One Ltd seeking to block shareholder resolutions electing new directors and removing MP Ndungu Gethenji as chairman at a meeting held at Capital Club on April 13, 2019.
He ruled that the MPNdungu Gethenji was using contested shares B to assert his control and partial ownership of the estate.
Management One has two shareholders, Ndungu and his brother Gitahi Gethenji who both hold one share each. Gitahi testified in court before Justice Majanja and opposed Chacha’s suit on behalf of the company.
Gitahi denied being present at the 2018 meeting where Chacha was appointed a director despite his name being recorded in the alleged minutes.
The Kihingo estate was originally developed from 2007 by Kihingo Village (Waridi Gardens) Limited. The equal shareholders in that company were Ndungu, Gitahi Gethenji, Bob Gethenji and their late mother Hilda.
Another company called Kihingo Village (Waridi Gardens) Management Ltd (KVWGM) was set up to run the estate. Initially, each of the 55 houses in the estate were to have one share each.
During all the legal proceedings, Gitahi, Bob and the late Hilda all agreed that there should only be 55 ordinary shares and no B shares.
Management One was set up in 2010 after the sale of the Kihingo Village houses in 2009. Ndungu and his brother Gitahi had one share in Management One which is still the case today.
Management One purported to hold 60 B shares in KVWGM and thereby to control the affairs of the estate in perpetuity as the B shares would outvote the ordinary shares held by the 55 houses. The CR12 for KVWGM still only shows 55 ordinary shares and has never recognized the 60 B shares claimed by Ndungu.
