' 1. The Objectors, Mahitaji Enterprises Limited, Napro Industries Limited, and Prabhaki Investments Limited, filed a Notice of Motion Application dated 6th February 2025 under Order 22 Rule 51 of the Civil Procedure Rules and Sections 1A, 1B, 3A of the Civil Procedure Act, and various provisions of the Companies Act, 2015. They sought injunctive and declaratory reliefs to restrain the decree holder from attaching or dealing with their assets in execution of a decree against the judgment debtor.
2. They prayed for temporary and permanent injunctions, a declaration that they are distinct legal entities separate from the judgment debtor, and a finding that the decree holder had not met the threshold for lifting the corporate veil. They also sought a declaration that their properties, as detailed in the supporting affidavit, belonged to them and could not be attached in execution of the decree.
3. The application was supported by the affidavit of Pradipkumar Bhagwanji Shah, a director of all three objector companies, who deposed that each company was duly incorporated under the Companies Act and had complied with all statutory requirements, including maintaining separate offices, accounts, returns, tax compliance certificates, and audited financial statements. He asserted that the companies were legitimate business entities distinct from the judgment debtor and that their assets were independently acquired and registered in accordance with the Land Registration Act.
4. The objectors contended that the decree holder’s move to lift the corporate veil was procedurally and substantively unfounded, as no evidence had been produced to show fraud, agency, façade, or misuse of the corporate form.
5. They further argued that the decree holder’s actions amounted to an abuse of court process and violated their constitutional right to property under Article 40 of the Constitution. They urged the court to protect them from unlawful attachment and to affirm the separate corporate existence of the objector companies.
6. In opposition to the present application, the decree holder filed grounds of opposition dated 2nd April 2025.
7. It was contended that the application was frivolous, premature, and devoid of merit, arguing that no property belonging to the objectors had been attached in execution of the decree. The decree holder further asserted that the objectors had misconstrued the nature of its earlier application dated 16th January 2025, which did not seek to lift the corporate veil but merely to restrain the objector companies from disposing of their properties pending the hearing and determination of the main application.
8. It was further stated that the orders issued on 20th January 2025 against both the judgment debtor and the objector companies were based on evidence showing that the companies were being used by their directors as vehicles for fraud. The decree holder maintained that it was therefore prudent to restrain the objectors from selling or interfering with any of their properties until the application for lifting the corporate veil was determined.
9. While acknowledging that the judgment debtor and the objectors were separate legal entities, the decree holder argued that Prabhaki Investments Limited was a wholly owned subsidiary of the judgment debtor, and its assets could properly be used to satisfy the debtor’s liabilities if the veil were lifted.
10. The decree holder urged the court to dismiss the objectors’ application with costs for being misconceived and lacking merit.
11. In support of their application, the objectors’ Counsel filed submissions dated 14th May 2025 and 21st May 2025. On its part, the decree holder filed submissions dated 26th May 2025.
Analysis and determination
12. Having considered the pleadings and submissions filed by the parties, and the law, I find that the only issue for determination is whether the Objector’s application herein is merited.
13. Objection proceedings are governed under Order 22 rule 51 of the Civil Procedure Rules, which provides as follows: -
“Any person claiming to be entitled to or to have a legal or equitable interest in the whole of or part of any property attached in execution of a decree may at any time prior to payment out of the proceeds of sale of such property give notice in writing to the court and to all the parties and to the decree holder of his objection to the attachment of such property.”
14. Rule 52 thereto states:-
“Upon receipt of a valid notice and application as provided under rule 51, the court may order a stay of the execution for not more than fourteen days and shall call upon the attaching creditor by notice in writing to intimate to the court and to all the parties in writing within seven days whether he proposes to proceed with the attachment and execution thereunder wholly or in part.”
15. My understanding of the provisions cited above is that a person with a legal or equitable interest in property that has been attached in execution of a court decree may approach the court with objection proceedings to halt such an execution. It is evident that objection proceedings cannot be commenced where no attachment is made in execution.
16. In the present case, the decree holder filed an application dated 16th January 2025 seeking an order to compel the directors of the judgement debtor to attend court to be examined as to the means of satisfying the decree by the judgement debtor; an order to pierce the corporate veil in order to hold the directors of the judgement debtor personally liable for the decretal sum and a temporary injunction to restrain the any dealing with the assets of the judgement debtor and the objectors herein.
17. The application does not seek to attach the properties belonging to the judgment debtor nor the objectors herein. It follows, therefore, that the present application is indeed premature as the objectors’ assets have not been attached nor is the decree holder seeking to do so.
18. In the case of Arun C. Sharma v Ashana Raikundalia T/A A. Raikundalia & Co. Advocates & 4 others [2014] eKLR, the court held as follows;-
“The objector bears the burden of proving that he is entitled to or has legal or equitable interest in the whole or part of the attached property. The key words are: entitled to or to have a legal or equitable interest in the whole or part of the property. Has the objector proved it is entitled to or to have a legal or equitable interest in the whole or part of any property attached in execution of a decree?”
19. In the premises, I find that the Objectors’ Application dated 6th February 2025 is premature and without merit, the Decree Holder having not attached any property in execution of a decree, but has simply made an application which only primarily seeks the lifting of the corporate veil, and a temporary injunction restraining dealings in respect of the assets of the judgement debtor and the objectors herein.
20. Accordingly, the application is hereby dismissed with costs to the Decree Holder.
21. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
9TH OCTOBER 2025
ADO MOSES
JUDGE
'
2. They prayed for temporary and permanent injunctions, a declaration that they are distinct legal entities separate from the judgment debtor, and a finding that the decree holder had not met the threshold for lifting the corporate veil. They also sought a declaration that their properties, as detailed in the supporting affidavit, belonged to them and could not be attached in execution of the decree.
3. The application was supported by the affidavit of Pradipkumar Bhagwanji Shah, a director of all three objector companies, who deposed that each company was duly incorporated under the Companies Act and had complied with all statutory requirements, including maintaining separate offices, accounts, returns, tax compliance certificates, and audited financial statements. He asserted that the companies were legitimate business entities distinct from the judgment debtor and that their assets were independently acquired and registered in accordance with the Land Registration Act.
4. The objectors contended that the decree holder’s move to lift the corporate veil was procedurally and substantively unfounded, as no evidence had been produced to show fraud, agency, façade, or misuse of the corporate form.
5. They further argued that the decree holder’s actions amounted to an abuse of court process and violated their constitutional right to property under Article 40 of the Constitution. They urged the court to protect them from unlawful attachment and to affirm the separate corporate existence of the objector companies.
6. In opposition to the present application, the decree holder filed grounds of opposition dated 2nd April 2025.
7. It was contended that the application was frivolous, premature, and devoid of merit, arguing that no property belonging to the objectors had been attached in execution of the decree. The decree holder further asserted that the objectors had misconstrued the nature of its earlier application dated 16th January 2025, which did not seek to lift the corporate veil but merely to restrain the objector companies from disposing of their properties pending the hearing and determination of the main application.
8. It was further stated that the orders issued on 20th January 2025 against both the judgment debtor and the objector companies were based on evidence showing that the companies were being used by their directors as vehicles for fraud. The decree holder maintained that it was therefore prudent to restrain the objectors from selling or interfering with any of their properties until the application for lifting the corporate veil was determined.
9. While acknowledging that the judgment debtor and the objectors were separate legal entities, the decree holder argued that Prabhaki Investments Limited was a wholly owned subsidiary of the judgment debtor, and its assets could properly be used to satisfy the debtor’s liabilities if the veil were lifted.
10. The decree holder urged the court to dismiss the objectors’ application with costs for being misconceived and lacking merit.
11. In support of their application, the objectors’ Counsel filed submissions dated 14th May 2025 and 21st May 2025. On its part, the decree holder filed submissions dated 26th May 2025.
Analysis and determination
12. Having considered the pleadings and submissions filed by the parties, and the law, I find that the only issue for determination is whether the Objector’s application herein is merited.
13. Objection proceedings are governed under Order 22 rule 51 of the Civil Procedure Rules, which provides as follows: -
“Any person claiming to be entitled to or to have a legal or equitable interest in the whole of or part of any property attached in execution of a decree may at any time prior to payment out of the proceeds of sale of such property give notice in writing to the court and to all the parties and to the decree holder of his objection to the attachment of such property.”
14. Rule 52 thereto states:-
“Upon receipt of a valid notice and application as provided under rule 51, the court may order a stay of the execution for not more than fourteen days and shall call upon the attaching creditor by notice in writing to intimate to the court and to all the parties in writing within seven days whether he proposes to proceed with the attachment and execution thereunder wholly or in part.”
15. My understanding of the provisions cited above is that a person with a legal or equitable interest in property that has been attached in execution of a court decree may approach the court with objection proceedings to halt such an execution. It is evident that objection proceedings cannot be commenced where no attachment is made in execution.
16. In the present case, the decree holder filed an application dated 16th January 2025 seeking an order to compel the directors of the judgement debtor to attend court to be examined as to the means of satisfying the decree by the judgement debtor; an order to pierce the corporate veil in order to hold the directors of the judgement debtor personally liable for the decretal sum and a temporary injunction to restrain the any dealing with the assets of the judgement debtor and the objectors herein.
17. The application does not seek to attach the properties belonging to the judgment debtor nor the objectors herein. It follows, therefore, that the present application is indeed premature as the objectors’ assets have not been attached nor is the decree holder seeking to do so.
18. In the case of Arun C. Sharma v Ashana Raikundalia T/A A. Raikundalia & Co. Advocates & 4 others [2014] eKLR, the court held as follows;-
“The objector bears the burden of proving that he is entitled to or has legal or equitable interest in the whole or part of the attached property. The key words are: entitled to or to have a legal or equitable interest in the whole or part of the property. Has the objector proved it is entitled to or to have a legal or equitable interest in the whole or part of any property attached in execution of a decree?”
19. In the premises, I find that the Objectors’ Application dated 6th February 2025 is premature and without merit, the Decree Holder having not attached any property in execution of a decree, but has simply made an application which only primarily seeks the lifting of the corporate veil, and a temporary injunction restraining dealings in respect of the assets of the judgement debtor and the objectors herein.
20. Accordingly, the application is hereby dismissed with costs to the Decree Holder.
21. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
9TH OCTOBER 2025
ADO MOSES
JUDGE
'