Case ID:167095

In the Matter of Iso Health Limited [2020] eKLR

Case Metadata

Case Number:

Miscellaneous Application E884 of 2020

Parties:

In the Matter of Iso Health Limited

Date Delivered:

25 Nov 2020

Case Class:

Civil

Court:

High Court at Nairobi (Milimani Commercial Courts Commercial and Tax Division)

Case Action:

Ruling

Judge(s):

Wilfrida Adhiambo Okwany

Citation:

In the Matter of Iso Health Limited [2020] eKLR

Court Division:

Commercial Tax & Admiralty

County:

Nairobi

Case Outcome:

Application allowed

Disclaimer:

The information contained in the above segment is not part of the judicial opinion delivered by the Court. The metadata has been prepared by Kenya Law as a guide in understanding the subject of the judicial opinion. Kenya Law makes no warranties as to the comprehensiveness or accuracy of the information

REPUBLIC OF KENYA

IN THE HIGH COURT OF KENYA AT NAIROBI

COMMERCIAL AND TAX DIVISION

MISCELLANEOUS APPLICATION NO. E884 OF 2020

IN THE MATTER OF ISO HEALTH LIMITED.

AND

IN THE MATTER OF THE COMPANIES ACT NO. 17 OF 2015

AND

IN THE MATTER OF AN APPLICATION FOR THE REDUCTION OF THE SHARE PREMIUM OF ISO HEALTH LIMITED.

RULING

1. This ruling is in respect to the Originating Summons dated 23

rd

July 2020 wherein the applicant seeks orders that: -

1. Spent.

2. Pending the hearing and determination of this application, this Honourable court do grant leave to the applicant to issue notice of the filing of this application and the hearing thereof by publication in one issue of a newspaper with nationwide circulation.

3. The Special Resolution passed by the shareholders of the applicant on 15

th

July 2020 for the reduction of the share premium account of the applicant be approved and confirmed by this Honourable court.

2. The application is supported by the affidavit of applicant’s Company Secretary

Mr. Cornelius Kimamo Kigera

and is premised on the grounds that: -

i. The shareholders of the company initially passed a Special Shareholder Resolution approving the reduction of share capital of the company by the cancellation and extinguishment of share capital in the amount of Kenya Shillings eleven thousand two hundred and twenty-three (KES 11,223) comprised of eleven thousand two hundred and twenty-three (11,223) ordinary shares of Kenya shillings one (KES 1) in the company each of which is fully paid up.

ii. The High Court in Miscellaneous Application Number E066 of 2020 subsequently approved and confirmed the applicant’s share capital reduction on 13

th

May 2020.

iii. Pursuant to the Article of Association and Memorandum of Association of ISO Heath Limited (“the Applicant”), the shareholders of the applicant have passed a Special Resolution to reduce the share premium account of the applicant (paid in USD but recorded in Kenya Shillings at the exchange rate provided below) as part of this initial reduction of share capital as follows:

Current total in amount reduced by share premium

Share premium account after

Account

reduction

USD value

6,718,802.17

5,003,525.87

1,715,206.30

KES value at a conversion rate of USD 1 to KES 101.32

680,724,750

506,939,155.3

173,185,594.7

iv. The reduction of the share premium account of the applicant amounting to KES 506,939,155.3 does not involve the diminution of liability in respect of unpaid capital and is solely intended to reduce the share premium of the applicant. This is on the basis that the paid-up share capital is far in excess of the applicant’s requirements as the applicant ceased trading with effect from 23

rd

February 2019.

v. The applicant seeks that the aforesaid Special Resolution be approved and confirmed by the court.

vi. All claims by creditors of the applicant have been discharged, terminated and/or are properly secured.

vii. It is only just and fair that the applicant be allowed to reduce its share capital by this Honourable Court issuing a confirmation as is required under the Companies Act, 2015.

3. When the matter came up for mention on 29

th

July 2020 this court allowed prayer No. 2 of the application and granted the applicant leave to issue notice of filing of the application and the hearing thereof by publication in one issue of a newspaper with nationwide circulation.

4. When matter came up for further mention on 15

th

October 2020,

Miss Akal,

learned counsel for the applicant, informed the court that the application was still unopposed despite the fact that a notice had already been published in a newspaper of wide circulation. Counsel urged the court to grant the orders sought in the application.

5. I have considered the instant application and perused the affidavit of service dated 27

th

August 2020 and I am satisfied that a notice of the application was duly published in a newspaper of wide circulation,

to wit

, the Daily Nation of 24

th

August 2020. I note that there has been no response or opposition to the application.

6. Consequently, I allow the application and order that the Special Resolution passed by the shareholders of the applicant on 15

th

July 2020 for the reduction of the share premium account of the applicant be and is hereby approved/confirmed by this court.

7. I make no orders as to costs.

Dated, signed and delivered via Microsoft Teams at Nairobi this 25

th

day of November 2020

in view of the declaration of measures restricting court operations due to Covid -19 pandemic and in light of the directions issued by his Lordship, the Chief Justice on the 17

th

April 2020.

W. A. OKWANY

JUDGE

In the presence of:

No appearance for the parties

Court Assistant: Sylvia