Mystery as company's deceased directors attend meeting, transfer shares

Two officials of a land company are indicated to have been present in a crucial meeting held more than five years after their death.

If the minutes being challenged before the High Court in Nakuru are anything to go by, Morogo Chebet, who died on February 3, 2006 and Kiprono Chebet who died on November 2, 2007 crawled out of their graves to attend a board meeting of Solai-Ruiyobei Farm Limited in Nakuru County on July 18, 2012.

If the minutes are anything to go by, Kiprono even conducted prayers during the meeting.

These emerged in a case where Cheruiyot Arap Chemgwony, the former treasurer of the farm, wants the Directorate of Criminal Investigations (DCI) to investigate the authenticity of the minutes the company made in July 18, 2012 and filed with the Registrar of Companies.

According to the minutes, the former chairman, Morogo is said to have actively participated in the meeting held on July 18, 2012-six years after his death.

The meeting, according to minutes, was also attended by Kiprono, the company's former secretary. Kiprono had died five years earlier.

Morogo and Kiprono had been indicated as deceased in other minutes dated February 28, 2012.

One of the agendas of July 18 meeting was the resignation of the ‘dead’ officials and transfer of their shares. Consequently, Morogo is said to have transferred one share to Charles Olari while Kiprono bequeathed his share to Joseph Lenginech.

The board is also said to have replaced Morogo with his deputy, Olari and Kiprono with Richardson Kipkoech.

According to the minutes, Chemgwony, the farm's treasurer, is said to have requested the board to pick "a young, able and educated director as he was aging and illiterate and unable to cope with the rigours of the seat and technology."

“After a long discussion the board members accepted his request and replaced him with Mr Joseph Lenginech,” stated the minutes.

The eight-member board then resolved to have the minutes forwarded to the office of the Registrar of Companies to effect changes.

The matter would have ended there had Chemgwony, who had been said to have surrendered his position, moved to court to challenge the authenticity of the minutes.

Chemgwony claims Olari made the minutes dated February 28, 2012 after realising the discrepancy with those dated July 2012.

Justice Joel Ngugi directed Olari to file a reply to Chemgwony's application within 14 days.