Trader sues bank in firm succession row

Monday, May 29th, 2023 09:00 | By
National Bank of Kenya
National Bank of Kenya. PHOTO/ Courtesy

A businessman has sued the National Bank of Kenya for allegedly facilitating the withdrawal of over Sh14 million from a company’s account despite a pending succession case.

Robert Njoka Muthara is seeking to freeze all the money held in four accounts at National Bank of Kenya belonging to a company that deals with motor vehicle services.

Muthara wants the money, which belongs to New Embu Uhuru Garage Limited, frozen until a case he has filed contesting directorship of the company is heard and determined.

He claims he is an heir and beneficiary of the Estate of the Late Josphat Njoka Mbiriai who was one of the founding members and a shareholder of the company.

“All the founding members and shareholders of the said company which was founded in 1980 are deceased and their respective estates are subject to succession proceedings,” he says in court documents.

Muthara states that the Court, in orders issued on September 23, 2021, directed that parties must complete administration of the estate of the deceased shareholders before they can exercise the rights of shareholders.

He claims one Margaret Rachel Mbogo — who is also a beneficiary of the company — jointly with others have been causing the illegal altering of the shareholding structure of the disputed company.

He claims that Mbogo and the others were attempting to access the funds held in the four accounts at National Bank.

Company structure

Muthara has named 17 other people who are beneficiary of the company and who he also claims are  causing fraudulent and illegal altering of the shareholding structure of New Embu Uhuru Garage Limited.

“The said illegal altering of the shareholding structure has been done in blatant disregard to the orders issued by this Honourable Court on 23rd September, 2021,” he says in court documents.

He says the Registrar of Companies in a letter dated May 27, 2020 expunged from the Register changes made to the company structure and directed that no company meeting should be held before transmission of shares.

“No transmission of shares has taken place as administration of the Estate of the deceased’s shareholders is still ongoing,” he says in court documents.

He claims no meeting of shareholders has ever been held and neither is there a company resolution sanctioning any structural changes of the Company and any such meeting would therefore be invalid.

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