Kingsway Industrial Park Limited (Formerly Real Industrial Park Limited) v Cabinet Secretary, Ministry of Lands & Physical Planning & 13 others; Kingsway Industrial Park Limited (No.Cpr/2011/44366) & another (Interested Parties) [2020] KEELC 3657 (KLR)
The bottom line
#Kenya's Environment and Land Court declared only one Kingsway and one Real Industrial Park company genuine, dismissing several fake entities formed to grab Embakasi land.
What this practically means
#Executive summary
#Key legal issues
#Identity of the genuine Real Industrial Park Ltd. and Kingsway Industrial Park Ltd.
The lawful Real Industrial Park Ltd. is the one incorporated on 14th July, 1993 under company No. C.54643, which changed its name to Kingsway Industrial Park Ltd. on 22nd June, 2010, retaining company number C.54643; all other entities bearing those names are illegal
The court relied on the uncontroverted evidence of the assistant registrar of companies (PW1) and the oral and documentary evidence of PW2 to PW7 tracing incorporation, share transfers, the change of name and current shareholding. The competing entities produced no Memorandum and Articles of Association or annual returns and one produced inconsistent certificates of incorporation.
Status of Kingsway Industrial Park Ltd. company No. CPR/2011/44366
That company was registered inadvertently while a company of the same name existed, was dissolved and struck off the register through Gazette Notice No. 962 of 3rd February, 2017, and therefore does not exist as a legal entity
PW1 testified that the company was incorporated by mistake because an existing company already bore the name, that the registrar wrote requiring a name change, and that it was gazetted for dissolution and never challenged. The court held that once struck off, the company ceased to exist as a legal entity.
Claims of Real Industrial Park Ltd. with directors Paul Maiyo and Jeneby Taita Too, and Real Industrial Park Ltd. allegedly incorporated on 5th January, 1989
The existence of both entities is questionable; neither proved incorporation or continuity, and they are illegal entities formed to defraud the genuine company of the suit properties
The Maiyo/Too entity produced inconsistent certificates of incorporation, a search showing a different incorporation date (11th June, 2010), and no Memorandum and Articles or annual returns, and PW1 disowned its certificate. The 1989 entity produced only an unsigned, uncertified certificate and did not controvert PW1's evidence. Their claims therefore failed.
Lawful directors of the genuine company
The current lawful directors/shareholders of Kingsway Industrial Park Ltd. company No. C.54643 (formerly Real Industrial Park Ltd.) are Growth Management Ltd., Kingsway Holdings Ltd. and Manish Ramniklal Shah
PW2 traced the shareholding history from the original four subscribers through successive transfers to the position as at 31st August, 2007, corroborated by PW1's evidence from the registry file and the documentary evidence produced by consent. This evidence was not controverted by any party.
Legal principles established
#- When a company changes its name, its certificate of incorporation number remains the same and the company remains one and the same legal entity
- No two companies can be registered with the same company number; a unique number is issued to each registered company
Court orders
#- 1.A declaration that the only lawful Real Industrial Park Ltd. is the one incorporated on 14th July, 1993 under company No. C.54643 with Pradeep Karamshi Shah, Ramesh Pandya, Surrinder Paul Datta and Umit Gunvant Shah as shareholders and directors
- 2.A declaration that the only lawful Kingsway Industrial Park Limited is that which came into existence on 22nd June, 2010 upon the change of name of Real Industrial Park Ltd. company No. C.54643
- 3.A declaration that Real Industrial Park Ltd. company No. C.54643 and Kingsway Industrial Park Ltd. company No. C.54643 are one and the same company
- 4.A declaration that the lawful directors of Kingsway Industrial Park Ltd. company No. C.54643 (formerly Real Industrial Park Ltd. company No. C.54643) are Growth Management Ltd., Kingsway Holdings Ltd. and Manish Ramniklal Shah
- 5.A declaration that the other entities purporting to be Real Industrial Park Ltd. and Kingsway Industrial Park Ltd. formed by Jeneby Taita Arap Too and Paul Maiyo; Henry Kipkirong Lelei and David Kimunai Milgo; Ken Wycliffe Lugwili; and Henry Okech Opondo, Ernest Kiprotich Kimutei and Charles Mutuku Matolo are illegal entities
- 6.Costs in the cause
- Jurisdiction invoked
- Original jurisdiction of the Environment and Land Court over the suit properties L.R No. 209/11287, L.R No. 209/11288 and L.R No. 209/11289
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Kingsway Industrial Park Limited (Formerly Real Industrial Park Limited) v Cabinet Secretary, Ministry of Lands & Physical Planning & 13 others; Kingsway Industrial Park Limited (No.Cpr/2011/44366) & another (Interested Parties) [2020] KEELC 3657 (KLR)", Case Analysis (2020). ELC No. 279 of 2017. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2020/3657/eng@2020-01-30
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.