• Company secretary Charles Njenga and Ndungu Gethenji's brother Gitahi deny attending the November 2018 board meeting.
• In August, the Registrar of Companies delisted director Chacha Mabanga who was appointed by Ndungu in that meeting.
Image: FILE
Former Tetu MP James Ndungu Gethenji has been accused of fabricating board minutes for a company involved in the long-running property dispute at the upmarket Kihingo Village housing estate in Kitisuru, Nairobi.
On Tuesday Justice Maureen Odero postponed the hearing of a suit until November 14 so that she could consider evidence of “serious allegations of fraud and forgery”.
Julius Chacha Mabanga had filed the suit as a director of the plaintiff company Kihingo Village (Waridi Gardens) Management One Limited (KVWGM1).
Chacha complained in suit E229 of 2019 on July 26, 2019, that Kihingo residents had illegally held a meeting on April 13, 2019, to elect new directors of Kihingo Village (Waridi Gardens) Management Limited to run the estate. [Note: the only difference in the company names is that one has ‘One’ at the end]. The meeting was called in accordance with the directions given by the arbitrator, John Ohaga, in his award of July 26, 2016.
In their counter-claim, Kihingo residents said that Chacha was not a director of the plaintiff company KVWGM1 which purports to hold 60 B shares in KVWGM. The two directors of KVWGM1 are Ndungu and his brother Gitahi Gethenji who each hold one share in the company.
On August 6, 2019, Gitahi complained to the Registrar of Companies that he was not present at the alleged board meeting of KVWGM1 on November 21, 2018, that appointed Chacha as a director nor was he notified about the meeting.
The minutes submitted to the Registrar state that Gitahi was present.
Ndungu Gethenji filed the notice that Chacha had been appointed as a director through E-Citizen on November 21 at 3.04 pm. Yet according to the minutes, the board meeting did not end until 4.45 pm.
The stated company secretary for the board meeting was Charles Njenga but he denied being present at the board meeting in a letter to the Registrar of Companies on August 14. “My purported signature thereon is a forgery for which I shall make a formal report to the police for investigations,” Njenga wrote.
Faced with these anomalies, the Registrar delisted Chacha Mabanga as a director of KVWGM1 on August 23, 2019.
Complaints have been made to the DPP and the DCI to investigate the apparent breaches of company law and acts of perjury committed.
KVWGM1 was set up in 2010 only after the sale of the Kihingo Village houses in 2009. It purports 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 only shows 55 ordinary shares and has never recognised the 60 B shares claimed by Ndungu.
On July 28, 2016, arbitrator John Ohaga ruled that there should be no B shares and only 55 ordinary shares, one for each house on the estate. Arbitration rulings are binding and cannot be subsequently challenged. The award has not been appealed by Ndungu although he lost an application to set it aside.
The Kihingo estate was originally developed by Kihingo Village (Waridi Gardens) Limited. The equal shareholders in that company were Ndungu, Gitahi, Bob Gethenji and their mother. The three other family members agree that there should only be 55 ordinary shares.
Ndungu alleges that the bitter battle for control of Kihingo is a result of residents disputing his ownership of the large clubhouse at the estate. Yet there is no separate title for the clubhouse and his family would be entitled to equal shares if there were.
(Edited by V. Graham)