The High Court has blocked a widow from taking over the directorship of Sh70 million family-owned laundry business in Nairobi.
Justice Freda Mugambi said Kiran Harilal Rajput illegally declared herself a director of Capitol Laundry Limited following the deaths of her husband Harilal Durga Dass Rajput and his sibling Amritlal Durgadass Rajput who had run the firm as co-principals.
“Kirani Harilal Rajput fraudulently appointed herself a director of Capitol Laundry Limited on 19/12/2019 and her appointment is hereby nullified. The Registrar of Companies be and is hereby ordered to forthwith remove the name of Kirani Harilal Rajput from the records of directors of the company” the judge said.
The feud began after Chandrakant Durgadass Bhagirajh accused his sister-in-law of illegally taking over the directorship of the family business following the deaths of his brothers Harilal and Amritlal.
He said that the company is a family business that was incorporated by his late parents in 1974. Chandrakant said that he discovered on December 19, 2019, that the records at the Registrar’s office had been manipulated and that a director had been appointed fraudulently when both his brothers were deceased.
He further said that Kiran who appeared in the forms as a director without shares was previously employed as the company’s manager.
Kiran, however defended herself saying she was not a stranger in the company as claimed, adding that she was appointed a director of Capitol Laundry Limited through a resolution made in a meeting held on December 30, 2012, at the offices of M/s Bhatia Registrars, the Company’s secretaries.
She further maintained that as a director of the company, she had always been a signatory of the business’ accounts. Kirani also stated that as a beneficiary of her late husband’s estate, it was in her interest that the Company continues to operate smoothly.
In her ruling, Justice Mugambi said Chandrakant and Kiran would jointly manage Capitol Laundry Limited’s account pending the administration of the deceased directors’ estate and the appointment of new directors.
“I would agree that in the meantime, the company’s operations need to continue and as such, I would be inclined to introduce Chandrakant as a signatory to the company’s account together with Kiran since she is the administrator of the estate of Harilal to allow the company meet its obligations. I do so on the strength of the Special Limited Grant dated 27/2/2020, which was issued to Chandrakant for purposes of prosecuting this matter” the judge said.
Justice Mugambi however declined a request to appoint Chandrakant as an interim director of the company.
“I note that the parties are involved in probate and administration proceedings of the deceased directors’ estates. Those proceedings will determine who the intended beneficiaries are and with time the shares will be transmitted to the intended beneficiaries. Once they are shareholders, they can appoint directors” the judge said.
