The Company has been closed down for the last 11 years, wasting away thus jeopardizing multimillion-shilling investments and thousands of jobs
For a public company that has been saddled with court cases over land ownership dispute where its agro-processing plant currently sits, the election of new board members of Midlands limited could be an indicator of the proverbial light at the end of a tunnel.
But certainly, this is not light from an oncoming train. It is the assuring light of a dawn, heralding the revival of the company following the withdrawal of the Ministry of Agriculture claim of ownership of the company’s plot.
This claim was the basis of the court case which has been threatening to extinguish farmers’ expectations of a stable market for their agro-produce.
The agro-processor is designed to handle five major Nyandarua County crops- potatoes, carrots, sugar beet, pyrethrum and assorted vegetables, each on a separate unit, with all waste, peels and rejects from all the units being assembled into a sixth unit to be converted into marketable goods, including animal feed.
The company, which sits on a 25-acre land, has been closed down for the last 11 years, wasting away thus jeopardizing multimillion shilling investments and thousands of jobs it had helped to generate.
Within the same period, its board of directors has not convened any type of a general meeting to elect office bearers, which is against its Articles of Association and the Companies Act.
The last board election was held in 2013 meaning that the sitting board has been in office for more than 10 years without the mandate of the share-holders and is therefore illegitimate.
Perhaps this could explain why the board has left the company in the lurch.
However, one cannot help but wonder why the Registrar of Companies has allowed such a blatant breach of the law and protocol to subsist for so many years.
“The farmer-shareholders complained that the sitting board had unilaterally closed down the factory for years in total disregard of the lowly shareholders whose interest in the company go beyond mere shareholding, as the factory constitutes a very important market for their agro-produce,” said Mr Kiiru Gachomba, an MCA and a shareholder of the company.
The farmers are extremely eager to have the factory operational and thus their support for the just concluded extra-ordinary general meeting.
The election of new officials during the extra-ordinary general meeting held at the Engineer stadium in Nyandarua on February 16, 2024, marks a new dawn for the agro processor.
The new Midlands limited board to be chaired by Mr Junghae Wainaina is a conglomeration of shareholders who are both farmers and experts drawn from different fields and the diversity of the county.
They are Judy Muhia, a marketing expert representing Nyandarua North, Mr Peter Kamoche, a farmer from Central Nyandarua and Mr Samuel Hungu, a farmer from Nyandarua South.
The others include Mr Samuel Mungai, a production process engineer, Prof Anthony Gachanja (Applied Chemistry) and Mr Benson Kariba, a logistician.
The new board, to be in office for three years “in consideration of the complexity of the task of reviving the company” was mandated by shareholders to “do everything possible” to actualize the resolution of the land ownership dispute and revive the company.
“That the board arranges to meet the county establishment soonest and discuss all relevant matters pertaining to the company,” read the resolutions of the meeting.
The conditions for an extra-ordinary meeting of a public company and which were complied with by Midlands’s shareholders, include requisition for a meeting by petitioners holding at least 10 percent of the company’s shareholding.
Going by the records at the Registrar of Companies, which shows 112,641 paid up shares, the petitioners for the meeting hold more than 40 percent of the paid up shares of the company, which is more than the requisite 10 percent provided for in the Company’s Articles of Association, and the Companies Act.
The records further show that shareholders who attended the extra-ordinary general meeting have a combined holding translating to 34.5 percent, and more than 83 percent of the petitioners’ total holding.
The law requires 50 percent of the petitioners’ holding to validate such a meeting.
After the outgoing board members failed to convene a meeting as petitioned, the petitioners placed a 21-day notice of the meeting which was published on January 25, 2024 in the print media which was supplemented with pin-up notices throughout Nyandarua County.
During the meeting, farmers were alarmed to hear that some factory equipment was sometimes back towed away by auctioneers because the company had failed to pay a worker his compensation following an injury.
This raised doubts as to whether the company had the statutory cover for workman compensation as it is illegal to operate without “this cover.”
There reportedly could be other third party claim cases in court which the board may have neglected to respond to.
And as to the status of the installation, there were fears that the factory might have been vandalized to some extent.
“Given the foregoing, the importance of installing a board mandated by the shareholders cannot be overemphasized,” said Mr Waithaka Mwangi, the pioneer Nyandarua deputy governor, who is also the farmers’ lawyer and a shareholder of Midlands.