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Former Tetu MP Ndung’u Gethenji has lost the battle for control of a multi-billion shilling estate in Kitisuru. Justice David Majanja ruled that Ndung’u had no powers to take over the management of Kihingo Village (Waridi Gardens) Management One Limited and appoint a director without the authority of shareholders and the homeowners.
“His actions could not be sustained for passing a resolution while excluding the other shareholders. Under the law governing companies, Ndung’u could not act alone to take over management of the estate or pass any resolution without involving the others,” ruled Justice Majanja.
The decision ended a long-running dispute between Ndung’u, his brother Gitahi Gethenji and homeowners in Kihingo Village who have been accusing each other of using underhand tactics to take control of the estate. Kihingo Village is one of a handful of expensive estates in the country, with house prices ranging fromSh180 million to Sh320 million.
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The dispute started when Ndung’u appointed Chacha Mabanga as a director of the estate’s management company in 2013 on grounds that he was the majority shareholder in Kihingo Village and hence had the power to make the decision. But Gitahi and the company’s shareholders convened a meeting on April 13 last year and removed him and Chacha as shareholders and voted to eject them from the administration and management of the company.
The dispute turned nasty last year leading to the arrest and prosecution of Ndung’u for allegedly creating a disturbance. He was accused of interference after he stopped the renovations of a house belonging to Kisorkumar Dhanji Varsani at Kihingo Village and was released on a Sh50,000 cash bail.
The former MP then sued his brother and the shareholders - William Pike, Neresha Mehta, Sheetal Khanna, Kishor Kumar, Mohan Panesar, Samuel Mwangi and Varsani Dhanji - to stop them from interfering with his shareholding in the estate.
The shareholders filed a counterclaim suit against Ndung’u and Chacha, accusing them of forgery and using forged documents to take over the estate’s management. They asked the court to issue a permanent order barring the ex-MP and his appointed director from managing the estate, convening shareholders’ meetings or issuing instructions to the homeowners for a period of 15 years.
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Justice Majanja, while dismissing the former MP’s suit against the shareholders, stated that he could not singlehandedly appoint a director without his brother’s consent. “The company has two shareholders; Ndung’u and Gitahi who are brothers. Since they are equal shareholders, there is no way one of them could appoint a director without the agreement of the other.”
The judge added that Chacha was not properly appointed by the shareholders as a director and could not purport to act on the instructions of the former MP. The court, however, cleared Ndung’u of the allegations of fraud, ruling that there was insufficient evidence to prove that both he and Chacha had forged minutes and documents to change the estate’s directors. The judge further ruled that there was no justification to suspend the ex-MP from managing the estate for 15 years.
