High Court orders Kirima's widow to hold firm's AGM

The late former Starehe MP Gerishon Kamau Kirima. [File, Standard]

The High Court has ordered the widow of former Starehe MP Gerishon Kamau Kirima to hold an annual general meeting for Kirima and Sons Ltd, in a fresh row over billions left by the former politician.

At the same time, Justice Peter Mulwa directed her to supply her stepchildren, Ann Wangari Kirima and Stephen Kirima, with certified copies of the company’s financial statements and audited accounts for the years 2011 to 2025 within 14 days.

“In the event of the failure or refusal by the first respondent to convene the annual general meeting within the period stipulated in order (ii) above, the Applicants are hereby granted leave to convene the said AGM of Kirima and Sons Ltd on behalf of the company, and to take all steps necessary and incidental thereto, in accordance with Section 280 of the Companies Act, 2015,” ruled Justice Mulwa.

The judge observed that there was evidence to show that no AGM has been held since Kirima’s death in 2010, a period now spanning some 16 years.

“The first respondent has controlled the company throughout this period without accountability to any other shareholder or their representatives. She has withheld audited accounts and financial statements from the applicants, leaving them with no visibility whatsoever into the financial affairs of a company in which the estate they represent holds the largest single shareholding, amounting to 40 percent of total shares,” said Mulwa.

 In their case, Wangari and her brother stated that the late Kirima held at least 4,000 shares in the company. The further told the court that records from the company’s registry indicated that John Kamau Kirima, Samuel Ndei Kirima, and Wairimu held 2000 shares each.

However, the two who are the administrators of the estate argued that it was unclear who John Kamau is, but asserted that it could still be their late father.

They accused their stepmother of allegedly running the company as her own, adding that she allegedly failed to call for meetings and disclosing financial records.

Wangari and Stephen told the court that they met last year and decided that they would both sit as directors of the company, while Jane Gitau would be the secretary, and Mbuthia and Associates would be the new auditors.

According to them, Wairimu objected to her allegedly failing to attend the meeting.

“The plaintiffs are aggrieved by the position taken by the third defendant, as it seeks to lock out the plaintiffs from participation in the affairs of the Company in the absence of a confirmed grant. The Plaintiffs aver that their actions do not seek to divest ownership of the shares owned but rather to collect, preserve and safeguard the entitlements due to the Estate on account of the ownership of the shares. Such actions do not require a confirmed grant as alleged or at all,” they argued.

On February 25 last year, the court ordered the family should present a revised proposal for distribution of the estate, factoring in liabilities, gifts and interference within 18 months.

At the same time, Wangari and Samuel were to present a final report of all liabilities of the within six months.

Barely months later, the two moved back to court seeking to find Wairimu in contempt of court. They accused her of interfering with the estate.

They asked the judge to either commit her to a civil jail or fine her.

Justice Nyaundi said that the case took a dramatic twist, observing that Wairimu ‘took the stage in Shakespearean fashion.’  She said that her lawyer informed the court that she was not responding to his calls and messages.

This prompted the court to order that the administrators should advertise in the newspaper about the case.