Commercial and Tax Division v The Receiver Official & 1 other

1. The matter before this Court is a Petition dated 2nd February 2026 seeking the liquidation of Cook 'N' Lite Limited (hereinafter "the Company"). The Petitioner seeks a declaration of the Company’s insolvency, the termination of its current Administration, and the appointment of a Liquidator under the provisions of the Insolvency Act. 2. The Petitioner, a limited liability company incorporated on 10th December 1998, ceased operations in August 2023 due to intense market pressure, high taxes, and unfavorable economic conditions. As of 31st December 2023, the Company’s audited accounts reflected total borrowings of Ksh. 229.07 million and net current liabilities of Ksh. 283.77 million. Consequently, an Administrator, Orlando Mario da Costa-Luis, was appointed on 4th April 2025. 3. The record reflects a rare and significant consensus among all stakeholders. It is noted that, in a meeting held on 9th December 2025, the creditors unanimously approved the Administrator's proposal to liquidate the Company through the Court. Eight key creditors filed replying affidavits expressly supporting the Petition and the Application. These include: i. Juhudi Distributors Limited; ii. Metal Products Limited; iii. Uganda Aluminium Limited; iv. VS Imports Incorporated;

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v. Mabati Rolling Mills; vi. Kaluworks Limited; vii. Mwaringa Dena Chiringa-Jackan Mwaidoma Mjomba; and viii. Benjamin Kimanzi Mbuvi. 4. The remaining creditors, despite being duly served via email, have raised no objection to the proposed liquidation. 5. The primary issue for determination is whether the Company has proved its insolvency and whether the court should grant the orders as prayed. Under Section 384(2) of the Insolvency Act, a company is deemed unable to pay its debts if the value of its assets is less than its liabilities. 6. In this instance, the Company's accumulated deficit of Kshs. 380.62 million has effectively eroded shareholder equity. Furthermore, the projected distribution to unsecured creditors stands at approximately 30% of the actual sum due, confirming a clear state of insolvency. 7. This Court relies on the principle established in Re Ukwala Supermarket (Eldoret) Limited [2020] KEHC 7332 (KLR), where it was held that once statutory conditions are satisfied, and the evidence of insolvency is uncontroverted, the Court may issue a liquidation order.

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8. Given that the parties have conceded to the Petition and the evidence of insolvency is admitted through the lack of opposition, the Petition is found to be highly merited. 9. Accordingly, by the consent and concession of the stakeholders appearing herein, the Court orders as follows: i. That a declaration be and is hereby issued that Cook 'N' Lite Limited is unable to pay its debts. ii. That the Administration of the Company be terminated and the Company be liquidated by the Court under the provisions of the Insolvency Act. iii. That ORLANDO MARIO DA COSTA-LUIS (IP No. 014) be and is hereby appointed as the Liquidator of the Company. iv. That the costs of this Petition be provided for in priority out of the Company's assets. 10. It is so ordered. DATED, SIGNED, AND DELIVERED AT NAIROBI THIS 13TH DAY OF MAY 2026

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HON. MR. JUSTICE MOSES ADO Judge of the High Court In the presence of: C/A – Moses

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