' Background and introduction
1. This Court has carefully considered the application dated 18th June 2025, filed by the plaintiff, Syokimau Farm Limited. The application seeks interim relief in the form of a stay of Gazette Notice No. 11485 of 2013, dated 26th July 2013, which purports to declare a voluntary winding up of the plaintiff company. The stay is sought pending the hearing and final determination of the main suit.
2. Despite being duly served with the pleadings and afforded an opportunity to respond, the defendant failed to file any reply or submissions in opposition to the application. Nonetheless, in keeping with the Court’s duty to evaluate the merits of every application, I have thoroughly examined the plaintiff’s pleadings, the supporting affidavit sworn by DAVID MUTHAMA MALONZA, and the written submissions filed in support of the application.
Analysis and Determination
3. The central issue for determination is whether the plaintiff has established a prima facie case warranting the stay of Gazette Notice No. 11485 of 2013, pending the resolution of the substantive suit.
4. The plaintiff alleges that the Gazette Notice in question was procured through fraudulent means. Specifically, it is contended that the defendant unlawfully caused the publication of the notice, falsely asserting that the company had been voluntarily wound up and that he had been appointed as liquidator. The plaintiff further avers that the resolution underpinning the notice was based on forged minutes and was neither sanctioned by the legitimate shareholders nor compliant with the law.
5. From the records produced by the plaintiffs, the said Gazette Notice reads as follows:
TAKE NOTICE that pursuant to a special resolution passed on the 26th July, 2013, by shareholders of the company it was resolved that the company be voluntarily wound-up with effect from the aforesaid date of resolution.
6. the defendant has not rebutted the plaintiff’s claims regarding the authenticity of the minutes or the legality of the Gazette Notice. In the absence of any response, the plaintiff’s assertions remain uncontested.
7. Further, the plaintiff has produced a letter dated 10th July 2024 from the Registrar of Companies, which casts serious doubt on the legitimacy of the winding-up process. The Registrar confirms that although the Gazette Notice suggests a liquidation commenced on 26th July 2013, no formal appointment of a liquidator was ever made. Crucially, the defendant, who purports to act as a caretaker or administrator, does not possess a valid Insolvency Practitioner’s License as required under the Insolvency Act, 2015. His role is not recognized under the law, and he has not complied with the requisite procedures, including notifying the Official Receiver or obtaining orders from the High Court.
8. The Registrar’s letter further clarifies that due to these procedural deficiencies, the purported liquidation under the repealed Companies Act is deemed void. The letter also confirms that the defendant is not authorized to act on behalf of the company and that the publication of the Gazette Notice does not, in itself, validate the initiation of proper liquidation proceedings.
9. In light of the uncontested evidence, I am satisfied that the plaintiff has established a prima facie case. The allegations of fraud, procedural irregularities, and lack of statutory compliance raise serious questions that merit full adjudication at trial. The balance of convenience also tilts in favor of preserving the status quo to prevent further prejudice to the plaintiff.
Disposition
i. Accordingly, the application dated 18th June 2025 is hereby allowed.
ii. Pending the hearing and determination of the main suit, Gazette Notice No. 11485 of 2013 dated 26th July 2013, purporting to declare a voluntary winding up of Syokimau Farm Limited, is hereby stayed.
iii. The plaintiffs shall have the costs of this application.
It is so ordered.
'
1. This Court has carefully considered the application dated 18th June 2025, filed by the plaintiff, Syokimau Farm Limited. The application seeks interim relief in the form of a stay of Gazette Notice No. 11485 of 2013, dated 26th July 2013, which purports to declare a voluntary winding up of the plaintiff company. The stay is sought pending the hearing and final determination of the main suit.
2. Despite being duly served with the pleadings and afforded an opportunity to respond, the defendant failed to file any reply or submissions in opposition to the application. Nonetheless, in keeping with the Court’s duty to evaluate the merits of every application, I have thoroughly examined the plaintiff’s pleadings, the supporting affidavit sworn by DAVID MUTHAMA MALONZA, and the written submissions filed in support of the application.
Analysis and Determination
3. The central issue for determination is whether the plaintiff has established a prima facie case warranting the stay of Gazette Notice No. 11485 of 2013, pending the resolution of the substantive suit.
4. The plaintiff alleges that the Gazette Notice in question was procured through fraudulent means. Specifically, it is contended that the defendant unlawfully caused the publication of the notice, falsely asserting that the company had been voluntarily wound up and that he had been appointed as liquidator. The plaintiff further avers that the resolution underpinning the notice was based on forged minutes and was neither sanctioned by the legitimate shareholders nor compliant with the law.
5. From the records produced by the plaintiffs, the said Gazette Notice reads as follows:
TAKE NOTICE that pursuant to a special resolution passed on the 26th July, 2013, by shareholders of the company it was resolved that the company be voluntarily wound-up with effect from the aforesaid date of resolution.
6. the defendant has not rebutted the plaintiff’s claims regarding the authenticity of the minutes or the legality of the Gazette Notice. In the absence of any response, the plaintiff’s assertions remain uncontested.
7. Further, the plaintiff has produced a letter dated 10th July 2024 from the Registrar of Companies, which casts serious doubt on the legitimacy of the winding-up process. The Registrar confirms that although the Gazette Notice suggests a liquidation commenced on 26th July 2013, no formal appointment of a liquidator was ever made. Crucially, the defendant, who purports to act as a caretaker or administrator, does not possess a valid Insolvency Practitioner’s License as required under the Insolvency Act, 2015. His role is not recognized under the law, and he has not complied with the requisite procedures, including notifying the Official Receiver or obtaining orders from the High Court.
8. The Registrar’s letter further clarifies that due to these procedural deficiencies, the purported liquidation under the repealed Companies Act is deemed void. The letter also confirms that the defendant is not authorized to act on behalf of the company and that the publication of the Gazette Notice does not, in itself, validate the initiation of proper liquidation proceedings.
9. In light of the uncontested evidence, I am satisfied that the plaintiff has established a prima facie case. The allegations of fraud, procedural irregularities, and lack of statutory compliance raise serious questions that merit full adjudication at trial. The balance of convenience also tilts in favor of preserving the status quo to prevent further prejudice to the plaintiff.
Disposition
i. Accordingly, the application dated 18th June 2025 is hereby allowed.
ii. Pending the hearing and determination of the main suit, Gazette Notice No. 11485 of 2013 dated 26th July 2013, purporting to declare a voluntary winding up of Syokimau Farm Limited, is hereby stayed.
iii. The plaintiffs shall have the costs of this application.
It is so ordered.
'