Members of a religious institution that runs a temple and a popular city hospital are embroiled in a vicious fight that threatens their multibillion-shilling investment.
The dispute has also sucked in the Registrar of Societies.
East Africa Ramgarhia Board, which manages the Guru Nanak Hospital and the Singh Temple in Pangani, Nairobi, has been faulted for the failure to conduct the Annual General Meeting (AGM) since 2018 when current office bearers were elected for a two-year term.
The lapse of the term coincided with the Covid-19 pandemic when the country was in a lock-down, and no AGM was held that year.
Two years later, and the board has not called the meeting, with the explanation now being that the audited accounts for the last three years are not ready yet.
Alarmed by state of affairs, part of the membership led by Jaspal Singh Birdi petitioned the registrar of societies for an AGM, a wish that was granted.
“Following deliberations and the directions by our office that the AGM for this year be held as earlier planned on March 26, 2023 as no sufficient reasons were given to warrant postponement of the same, this is to therefore notify all members of the society that the AGM shall be held on Sunday, March 26, 2023 without fail,” Janet Kabuchoru, the Assistant Registrar of Society, wrote on March 21.
But this was met with protestation from the board’s leadership of Jaswinder Singh Virdi, Surinder Singh Sihra and Manminder Jandu.
Jandu, the board’s general secretary, proceeded to issue the notice for the meeting. Three days to the AGM, however, he moved to court on certificate of urgency seeking to stop the meeting he had convened.
In the suit papers, the board complained that the Registrar is forcing them to hold an AGM contrary to their constitution, which says an AGM can only be held “on 30th day of June every two years.”
“The Registrar of Societies seems to have personal interest in the day to day running of the board operations and have given directives which fly in the face of the board constitution,” reads the suit.
In his supporting affidavit, Jandu says the Registrar was flip flopping on the matter, initially allowing the board to move the AGM to June only to direct them again to hold the meeting on March 26 without fail.
He reiterated the position that the audited accounts of the last three years are not ready, and that membership had not been notified at least 21 days prior to the AGM as required by the board’s constitution.
Justice J Chigiti certified the matter as urgent, issued an order prohibiting the meeting, and a stay order against the AGM until the suit is determined. Armed with the court order, Jandu immediately postponed the AGM.
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Upon learning of the court move, the section of the members who had been petitioned to have the AGM agreed to be enjoined in the case. On the day the AGM would have taken place, 62 members met and passed a vote of no confidence on the governing council of the board and their trustees.
They also resolved to “permanently bar them from ever holding any posts in East Africa Ramgarhia board and its affiliated institutions.”
The following day on March 27, one of the board’s life member Parminder Manku wrote to the Registrar of Societies seeking guidance in view of the turn of events. He complained that the membership had yet again been denied the opportunity to select or appoint a council.
He also reminded the Registrar that the board’s constitution said “an annual meeting shall be held not later than June 30 in each year” and not as had been presented by the other side.
On March 31, the Registrar responded citing Article 8 of the board, which caps the limit of office holders to “not more than two terms of two years each.”
The Registrar also noted that the current executive committee members of the board were elected into the office on June 28, 2018. Their two-year term thus expired on June 28, 2020.
“It is clear that the continued stay in office of the incumbent executive committee from June 2020 is unjustified, unconstitutional, illegal and improper,” stated Senior Counsel D Njoroge.
Further, he said, the executive committee had committed an offence of failing to hold statutory general meeting in line with the provisions of Section 29 of the Societies Act. It is during the statutory committee where societies present the statement of their audited accounts for members to scrutinise, as well as to elect office bearers.
But Njoroge’s letter was coming too late, as the matter had been locked in formal court dispute. In the court papers, the matter of failure to hold an AGM since 2018 is not canvassed. Jandu, however, says in his affidavit that the board’s operations “were majorly affected by the Covid-19 pandemic as the government issued directions closing down all religious activities at the height of the pandemic.”
He also attached a letter from their external auditors confirming that they were still working on the auditor’s report, which is a prerequisite for an AGM. He said the committee wished to present an up to date audited accounts to the members.
“The constitution provides for the AGM and mid-term AGM to be held by end of June. If the AGM is held by end of this month, it will mean that we hold the mid-term AGM by end of June this year and this disrupts the regular cycle of holding the AGM and mid-term AGM by June,” Jandu pleaded in one of the letters to the Registrar.
The other wing of the board membership had also complained that Jandu’s executive committee was recruiting new members with view to drowning them out and their concerns when the AGM is eventually held. Jandu says the constitution allows them to recruit new members.
The Registrar has since agreed with Jandu’s team and sanctioned the recruitment of 100 new members. Birdi’s team of 60, however, insist the board should revert to voters roll of 2018, claiming the committee locked out new members opposed to their ways.
Birdi’s team also complains that the initial extension allowing the board to conduct its election in June was obtained illegally. They claim that whereas the Registrar granted the extension on March 8, 2023, the board’s governing council met on March 13 and resolved to ask for extension.
“This amounts to a post facto approval, which is illegal and subverting the course of justice,” Birdi wrote in a complaint to the Registrar on March 20. The following day, the registrar technically rescinded the extension, insisting on the AGM being held on March 26.
The court matter comes up for mention before Justice Chigiti on May 8. In the meantime, the game of musical chairs at the board continues.