Background and Introduction
1. The application dated 20th January 2026, filed by the Plaintiffs, asks the Court to find that Damaris Lukwo, the Registrar of Companies, together with Jophece Yogo, Rita Galot, Santosh Galot, and Nina Galot, to be in contempt of the Court's orders of 10th July 2012, and to punish them for that contempt. Flowing from that finding, the Plaintiffs further ask that the contemnors be compelled to restore the shareholding and directorship of Galot Limited, the 1st Plaintiff, to the position it held as at 10th July 2012, a position confirmed in the Registrar of Companies' letter of 16th March 2016. Finally, the Plaintiffs ask that the contemnors be condemned to pay the costs of the application.
2. At the center of the application is the order of 10th July 2012, which restrained any alteration or variation of the 1st Plaintiff's records from the shareholding structure passed by the board resolution of 30th July 1990. According to the Plaintiffs, this order was extended by consent of all parties on 8th October 2012, pending hearing and determination of the substantive matter, which remains pending. On this basis, the Plaintiffs argue the order remains fully in force and binding.
3. The Plaintiffs contend that the consent order was served on and acknowledged by the Registrar of Companies, and that, having been made by consent, all parties and their agents are deemed to have actual knowledge of it and were therefore obligated to comply. Despite the subsisting order, the Plaintiffs allege that the proposed contemnors have altered the shareholding and directorship of the 1st Plaintiff, a conduct they say is sustained and deliberate disobedience. The application is supported by the affidavit of PRAVIN GALOT sworn on 20th January 2026.
4. Notwithstanding the directions and timelines given for the alleged contemnors to respond to the application, no such response is to be found, whether on the Court Tracking System or on the Court file. Equally, as at the time of writing this ruling, no submissions had been filed. That said, the absence of a response and submissions does not relieve this Court of its duty to consider the application on its merits as I now proceed to do.
Analysis and Determination
5. In Wekesa & 2 Others V Munialo, [2025] KECA 679 (KLR), the Court of Appeal approved the ingredients of contempt as set out by Mativo, J (as he then was) in Samuel M.N. Mweru & Others V National Land Commission & 2 Others, [2020] eKLR, in the following terms:
“It is an established principle of law that in order to succeed in civil contempt proceedings the applicant has to prove (i) the terms of the order, (ii) Knowledge of these terms by the Respondent, (iii). Failure by the Respondent to comply with the terms of the order. Upon proof of these requirements, the presence of willfulness and bad faith on the part of the Respondent would normally be inferred, but the Respondent could rebut this inference by contrary proof on a balance of probabilities. Perhaps the most comprehensive of the elements of civil contempt was stated by the learned authors of the book Contempt in Modern New Zealand, who succinctly stated:
a) The terms of the order (or injunction or undertaking) were clear and unambiguous and were binding on the defendant;
b) The defendant had knowledge of or proper notice of the terms of the order;
The defendant has acted in breach of the terms of the order;
c) The defendant’s conduct was deliberate.”
6. This position represents the current jurisprudence and it is against this threshold that I now weigh the application before me.
7. The first limb in Samwel Mweru (supra) requires the applicant to demonstrate that the order alleged to have been disobeyed was clear, unambiguous, and binding. In this regard, the Plaintiffs have placed before the Court the order of Musinga, J. dated 10th July 2012. Order 1 thereof was plain, clear, and unambiguous and directed that there shall be no alteration or variation of any record regarding any companies pending the hearing scheduled for 20th July, 2012.
8. The language admits of no ambiguity and neither have I been shown that any of the cited contemnors raised the issue that the order was ambiguous. I am satisfied that the first limb of the test is met.
9. The second limb requires proof that the cited contemnors had knowledge or proper notice of the order's terms. To begin with, the order of 10th July 2012 was issued in the presence of counsel for the 1st, 2nd, 3rd, 4th and 5th Plaintiffs, counsel for the 1st and 2nd Defendants, and counsel for the 3rd Defendant. This knowledge was further entrenched by the proceedings of 8th October 2012, in which the interim orders were extended by consent of the parties to remain in force until the matter is heard and determined. That consent was recorded in the presence of Mr. Havi for the Plaintiffs, Mr. Kibe and Mr. Kaka for the Defendants, and Mr. Kago and Mr. Sagana for the Interested Party, thereby confirming, beyond any doubt, that all parties had actual knowledge of the order and its continuing effect.
10. As regards the Registrar of Companies specifically, the Plaintiffs maintain that the order was served upon her office, receipt of which was acknowledged on more than one occasion. This is corroborated by the letter dated 14th March 2016 from one James Nduna, which expressly confirmed that ‘this office has not varied or altered the position on directorship and shareholding in compliance with the court order issued by the High Court on 10 July 2012’.
11. By virtue of the Registrar of Companies having had actual knowledge of the order, and being the custodian of the records at the Companies Registry through whom any alteration to a company's shareholding or directorship must of necessity pass, it follows that any person seeking to effect such an alteration would, in the ordinary course, be presumed to have had constructive knowledge of the order through the Registrar. No alteration could conceivably have been made without engaging the Registrar's office in some form. It would therefore be untenable for any party dealing with that office in relation to the 1st Plaintiff's records to assert ignorance of the restraining order, when the very authority through whom the alteration was procured was itself under a documented obligation to observe it.
12. In any case, I note that this evidence is uncontroverted despite service upon the cited contemnors as confirmed through the Affidavit of Service sworn by FRANCIS MATU ON 6th February 2026. For these reasons I am satisfied that the second limb, knowledge of the order, has similarly been established.
13. The third limb requires proof that the terms of the order were in fact breached. It is not in dispute that, as at 10th July 2012, the shareholding and directorship of the 1st Plaintiff stood in accordance with the resolution of 30th July 1990 and the subsequent appointment of the deponent and the 2nd Defendant as directors, such that the shareholding was constituted as follows:
(a) Mohan Galot (1 shares).
(b) Santosh Galot (1 share).
(c) Vidhya Devi Galot (1 share).
(d) Ganeshlal Pusharam Galot (1 share).
(e) Pravin Galot (Nil share).
(f) Rajesh Galot (Nil Share).
(g) Lalita Galot (2 shares).
(h) Tara Galot (2 shares).
(i) Joseph Olivet Moniz (1 share).
(j) Rona Moniz (1 share). 9.
(k) Estate of late Pusharam Lachman Galot (1 share).
14. The minutes of the 1st Plaintiff, the copy of the resolution, the return of allotment, the returns as at 30th July 1990, and Form 203A confirming this position are all uncontested.
15. However, the CR12 reflecting the position as at 16th May 2025 plainly reveals that the records of the 1st Plaintiff had in fact been altered or varied, in direct disregard of the Court order. Confronted with this discrepancy, the Business Registration Services, in a letter dated 11th July 2025, offered the bare explanation that the searches had been "erroneously generated by the system" and did not reflect the true position of the company. This explanation, tendered in respect of a matter the Registrar well knew to be highly contentious, was casual in the extreme and falls markedly short of what the circumstances demanded.
16. I am unable to discern how such an error could have arisen considering no such explanation has been given or from what source the names appearing on the record were drawn. Notwithstanding service of the application upon them, it is a significant and telling feature of this application that not one of the persons whose names appear on the altered records of the 1st Plaintiff has come forward to disown that appearance, to explain how their name came to be inserted, or to distance themselves from the unlawful variation. Where a party's name features on a company record as a shareholder or director in circumstances that are said to be erroneous, the natural and expected response of an innocent party is to move swiftly to correct the record and to disclaim any part in the irregularity.
17. That none of the cited persons has done so, despite service of this application and ample opportunity to respond, speaks directly to the question of knowledge and, by extension, to willfulness. I have equally not been informed that, since the letter of 11th July 2025, the Business Registration Services has taken any step to confirm or correct the status of the records of the 1st Plaintiff upon realizing the error, if at all the same was in good faith. In the circumstances, I find that the third limb, breach of the order, has also been established and I find that personal responsibility attaches to each of the alleged contemnors individually.
Disposition
18. For the reasons set out above, I find that the application dated 20th January 2026 is merited and the same is hereby allowed. Accordingly, I make the following orders:
i. Damaris Lukwo (Registrar of Companies), Jophece Yogo, Rita Galot, Santosh Galot, and Nina Galot are each found to be in contempt of the orders of this Court issued on 10th July 2012 and extended by consent on 8th October 2012.
ii. The said contemnors shall each appear in person before this Court on a date to be fixed, to show cause why they should not be committed to civil jail or otherwise punished.
iii. Pending the said appearance, and without prejudice to the sentencing to follow, the shareholding and directorship of Galot Limited, the 1st Plaintiff, shall stand restored to the position obtaining as at 10th July 2012, as set out in the body of this ruling and as confirmed by the Registrar of Companies' letter dated 16th March 2016. The Registrar of Companies is directed to give effect to this order forthwith and to file an affidavit of compliance within 21 days of these orders.
iv. It shall be open to any of the contemnors, prior to the date fixed for their appearance, to purge their contempt by demonstrating full compliance with order 3 above, without prejudice to any sanction the Court may deem fit to impose in respect of the period of disobedience already occasioned.
v. The contemnors shall bear the costs of this application, jointly and severally.
DATED, SIGNED AND DELIVERED IN NAIROBI
THIS 18TH DAY OF SEPTEMBER 2026.
F. MUGAMBI
JUDGE
Delivered in presence of:
Okul for Kenyatta
Ongweu for 1st plaintiff
Ms Awiti for 2nd plaintiff
Ms Mwita for Tiego for 1st, 4th, 5th & 6th plaintiffs
Were for 3rd plaintiff
Court Assistants: Lillian & Gloria
1. The application dated 20th January 2026, filed by the Plaintiffs, asks the Court to find that Damaris Lukwo, the Registrar of Companies, together with Jophece Yogo, Rita Galot, Santosh Galot, and Nina Galot, to be in contempt of the Court's orders of 10th July 2012, and to punish them for that contempt. Flowing from that finding, the Plaintiffs further ask that the contemnors be compelled to restore the shareholding and directorship of Galot Limited, the 1st Plaintiff, to the position it held as at 10th July 2012, a position confirmed in the Registrar of Companies' letter of 16th March 2016. Finally, the Plaintiffs ask that the contemnors be condemned to pay the costs of the application.
2. At the center of the application is the order of 10th July 2012, which restrained any alteration or variation of the 1st Plaintiff's records from the shareholding structure passed by the board resolution of 30th July 1990. According to the Plaintiffs, this order was extended by consent of all parties on 8th October 2012, pending hearing and determination of the substantive matter, which remains pending. On this basis, the Plaintiffs argue the order remains fully in force and binding.
3. The Plaintiffs contend that the consent order was served on and acknowledged by the Registrar of Companies, and that, having been made by consent, all parties and their agents are deemed to have actual knowledge of it and were therefore obligated to comply. Despite the subsisting order, the Plaintiffs allege that the proposed contemnors have altered the shareholding and directorship of the 1st Plaintiff, a conduct they say is sustained and deliberate disobedience. The application is supported by the affidavit of PRAVIN GALOT sworn on 20th January 2026.
4. Notwithstanding the directions and timelines given for the alleged contemnors to respond to the application, no such response is to be found, whether on the Court Tracking System or on the Court file. Equally, as at the time of writing this ruling, no submissions had been filed. That said, the absence of a response and submissions does not relieve this Court of its duty to consider the application on its merits as I now proceed to do.
Analysis and Determination
5. In Wekesa & 2 Others V Munialo, [2025] KECA 679 (KLR), the Court of Appeal approved the ingredients of contempt as set out by Mativo, J (as he then was) in Samuel M.N. Mweru & Others V National Land Commission & 2 Others, [2020] eKLR, in the following terms:
“It is an established principle of law that in order to succeed in civil contempt proceedings the applicant has to prove (i) the terms of the order, (ii) Knowledge of these terms by the Respondent, (iii). Failure by the Respondent to comply with the terms of the order. Upon proof of these requirements, the presence of willfulness and bad faith on the part of the Respondent would normally be inferred, but the Respondent could rebut this inference by contrary proof on a balance of probabilities. Perhaps the most comprehensive of the elements of civil contempt was stated by the learned authors of the book Contempt in Modern New Zealand, who succinctly stated:
a) The terms of the order (or injunction or undertaking) were clear and unambiguous and were binding on the defendant;
b) The defendant had knowledge of or proper notice of the terms of the order;
The defendant has acted in breach of the terms of the order;
c) The defendant’s conduct was deliberate.”
6. This position represents the current jurisprudence and it is against this threshold that I now weigh the application before me.
7. The first limb in Samwel Mweru (supra) requires the applicant to demonstrate that the order alleged to have been disobeyed was clear, unambiguous, and binding. In this regard, the Plaintiffs have placed before the Court the order of Musinga, J. dated 10th July 2012. Order 1 thereof was plain, clear, and unambiguous and directed that there shall be no alteration or variation of any record regarding any companies pending the hearing scheduled for 20th July, 2012.
8. The language admits of no ambiguity and neither have I been shown that any of the cited contemnors raised the issue that the order was ambiguous. I am satisfied that the first limb of the test is met.
9. The second limb requires proof that the cited contemnors had knowledge or proper notice of the order's terms. To begin with, the order of 10th July 2012 was issued in the presence of counsel for the 1st, 2nd, 3rd, 4th and 5th Plaintiffs, counsel for the 1st and 2nd Defendants, and counsel for the 3rd Defendant. This knowledge was further entrenched by the proceedings of 8th October 2012, in which the interim orders were extended by consent of the parties to remain in force until the matter is heard and determined. That consent was recorded in the presence of Mr. Havi for the Plaintiffs, Mr. Kibe and Mr. Kaka for the Defendants, and Mr. Kago and Mr. Sagana for the Interested Party, thereby confirming, beyond any doubt, that all parties had actual knowledge of the order and its continuing effect.
10. As regards the Registrar of Companies specifically, the Plaintiffs maintain that the order was served upon her office, receipt of which was acknowledged on more than one occasion. This is corroborated by the letter dated 14th March 2016 from one James Nduna, which expressly confirmed that ‘this office has not varied or altered the position on directorship and shareholding in compliance with the court order issued by the High Court on 10 July 2012’.
11. By virtue of the Registrar of Companies having had actual knowledge of the order, and being the custodian of the records at the Companies Registry through whom any alteration to a company's shareholding or directorship must of necessity pass, it follows that any person seeking to effect such an alteration would, in the ordinary course, be presumed to have had constructive knowledge of the order through the Registrar. No alteration could conceivably have been made without engaging the Registrar's office in some form. It would therefore be untenable for any party dealing with that office in relation to the 1st Plaintiff's records to assert ignorance of the restraining order, when the very authority through whom the alteration was procured was itself under a documented obligation to observe it.
12. In any case, I note that this evidence is uncontroverted despite service upon the cited contemnors as confirmed through the Affidavit of Service sworn by FRANCIS MATU ON 6th February 2026. For these reasons I am satisfied that the second limb, knowledge of the order, has similarly been established.
13. The third limb requires proof that the terms of the order were in fact breached. It is not in dispute that, as at 10th July 2012, the shareholding and directorship of the 1st Plaintiff stood in accordance with the resolution of 30th July 1990 and the subsequent appointment of the deponent and the 2nd Defendant as directors, such that the shareholding was constituted as follows:
(a) Mohan Galot (1 shares).
(b) Santosh Galot (1 share).
(c) Vidhya Devi Galot (1 share).
(d) Ganeshlal Pusharam Galot (1 share).
(e) Pravin Galot (Nil share).
(f) Rajesh Galot (Nil Share).
(g) Lalita Galot (2 shares).
(h) Tara Galot (2 shares).
(i) Joseph Olivet Moniz (1 share).
(j) Rona Moniz (1 share). 9.
(k) Estate of late Pusharam Lachman Galot (1 share).
14. The minutes of the 1st Plaintiff, the copy of the resolution, the return of allotment, the returns as at 30th July 1990, and Form 203A confirming this position are all uncontested.
15. However, the CR12 reflecting the position as at 16th May 2025 plainly reveals that the records of the 1st Plaintiff had in fact been altered or varied, in direct disregard of the Court order. Confronted with this discrepancy, the Business Registration Services, in a letter dated 11th July 2025, offered the bare explanation that the searches had been "erroneously generated by the system" and did not reflect the true position of the company. This explanation, tendered in respect of a matter the Registrar well knew to be highly contentious, was casual in the extreme and falls markedly short of what the circumstances demanded.
16. I am unable to discern how such an error could have arisen considering no such explanation has been given or from what source the names appearing on the record were drawn. Notwithstanding service of the application upon them, it is a significant and telling feature of this application that not one of the persons whose names appear on the altered records of the 1st Plaintiff has come forward to disown that appearance, to explain how their name came to be inserted, or to distance themselves from the unlawful variation. Where a party's name features on a company record as a shareholder or director in circumstances that are said to be erroneous, the natural and expected response of an innocent party is to move swiftly to correct the record and to disclaim any part in the irregularity.
17. That none of the cited persons has done so, despite service of this application and ample opportunity to respond, speaks directly to the question of knowledge and, by extension, to willfulness. I have equally not been informed that, since the letter of 11th July 2025, the Business Registration Services has taken any step to confirm or correct the status of the records of the 1st Plaintiff upon realizing the error, if at all the same was in good faith. In the circumstances, I find that the third limb, breach of the order, has also been established and I find that personal responsibility attaches to each of the alleged contemnors individually.
Disposition
18. For the reasons set out above, I find that the application dated 20th January 2026 is merited and the same is hereby allowed. Accordingly, I make the following orders:
i. Damaris Lukwo (Registrar of Companies), Jophece Yogo, Rita Galot, Santosh Galot, and Nina Galot are each found to be in contempt of the orders of this Court issued on 10th July 2012 and extended by consent on 8th October 2012.
ii. The said contemnors shall each appear in person before this Court on a date to be fixed, to show cause why they should not be committed to civil jail or otherwise punished.
iii. Pending the said appearance, and without prejudice to the sentencing to follow, the shareholding and directorship of Galot Limited, the 1st Plaintiff, shall stand restored to the position obtaining as at 10th July 2012, as set out in the body of this ruling and as confirmed by the Registrar of Companies' letter dated 16th March 2016. The Registrar of Companies is directed to give effect to this order forthwith and to file an affidavit of compliance within 21 days of these orders.
iv. It shall be open to any of the contemnors, prior to the date fixed for their appearance, to purge their contempt by demonstrating full compliance with order 3 above, without prejudice to any sanction the Court may deem fit to impose in respect of the period of disobedience already occasioned.
v. The contemnors shall bear the costs of this application, jointly and severally.
DATED, SIGNED AND DELIVERED IN NAIROBI
THIS 18TH DAY OF SEPTEMBER 2026.
F. MUGAMBI
JUDGE
Delivered in presence of:
Okul for Kenyatta
Ongweu for 1st plaintiff
Ms Awiti for 2nd plaintiff
Ms Mwita for Tiego for 1st, 4th, 5th & 6th plaintiffs
Were for 3rd plaintiff
Court Assistants: Lillian & Gloria