Solio Letterheads

FOR ALL CORRESPONDENCE, WRITE TO THE REGIONAL MANAGER-DTD CENTRAL REGION KENYA REVENUE AUTHORITY Attn. Mr Daniel Shigogodi Dear Sir, RE: GUCOKANIRIRIA KIHATO TRADERS & FARMERS COMPANY LIMITED; Reg. No. 45/70 The Board of Directors of the above referenced company is in receipt of a letter dated 6th October 2022 with Reference Number P051214803Z addressed to the Legal Department of the Cooperative Bank of Kenya Limited and the same copied to us. We acknowledge being in receipt with a copy of the said letter. We note that KRA is demanding payment of Ksh 31,59,038.00 from Account Number 1000007338, Ksh 50,000.00 from Account Number 1000009877 and Ksh 61,141.00 from Account Number 1000007354 respectively. Sir, it is good to inform you that this is not the first time that this company has received this notice to pay tax but every time this happens, we write back to KRA explaining that this Company is not, has never and will never be engaged in trading or doing gainful business as it was and still is a Land Buying Company. Being a Land Buying Company and not a Trading Company therefore, places it outside the companies or entities that are within the Taxable bracket. The monies which would occasionally be debited in its accounts are members/shareholders shares which they keep on paying occasionally when they get their meagre incomes, and which legally speaking is non-taxable. This letter therefore requests you to note those facts and by that information lift the embargo that you have placed at the Cooperative Bank, making it impossible for the company to transact members affairs effectively. We look forward to your positive understanding and response. Samuel Mbugua Njuguna Sospeter Mwithiga Gathui CHAIRMAN SECRETARY

FOR ALL CORRESPONDENCE, WRITE TO NJUGUNA KIMANI NDUHIU & COMPANY ADVOCATES 8TH FLOOR, HUGHES BUILDING KENYATTA AVENUE NAIROBI ATTENTION: MR. VICTOR NDUHIU Dear Counsel, RE: CALL FOR REVIEW OF COURT ORDERS ISSUED BY JUSTICE MUYA MARTIN ON 29th MAY 2023 DIRECTED TO BOARD OF DIRECTORS OF GUCOKANIRIRIA KIHATO TRADERS AND FARMERS CO. LIMITED The Board of Directors of this company met and went through the Court Orders issued on 29th May 2023 by Justice Muya Martin and resolved to write to you, which l hereby do, in- structing you to file Review proceedings on these orders for the following reasons: THAT the Learned Judge wasn't fully furnished with proper information, details and facts concerning the issues on which he gave orders upon. The Defendants except the Registrar of Companies tried several times to hold illegal Gen- eral Meetings which all flopped. What they wanted to do in those illegal General Meetings was to carry out a coup de tat against the Directors. They were never aware, that in the 2016 AGM held on 3rd September 2016, which most of them didn't attend, the members resolved that they need not be called anymore for an AGM and gave the Directors the mandate to pursue the issuance of Title Deed for their Land and have it sub-divided for each member to get his or her own piece of land or plot. This is exactly what the Directors have been doing since 2017 although the Chairman pre- pares Annual Reports which are sent to members online explaining to them the status of

their company and land. Hereby attached find the 2016 Resolutions and the Chairman’s Report for 2022. After persistence by these persons for an AGM, the Directors called for an AGM on the 8th De- cember 2022 at Ruiru even if it was in contravention with the 2016 resolution but felt it was im- portant to summon the members since there is nothing the Directors hides from anyone. It was also important because these persons insisted on an AGM being held. When the AGM was finally set and everything placed in order, they went to court and obtained these orders which were served late as we saw them in the morning of the AGM as they were sent via WhatsApp platform. The members had already arrived for the AGM from across the country. When they obtained the orders, they ought to have published them in at least two Newspapers of National circulation and use Radio to cancel the AGM, the same means the Directors had used to summon the AGM. So, with hundreds of members present, and orders coming in the morning via WhatsApp and the same Orders served to the police on a photocopy paper, which the police declined to effect as they said they don’t operate on photocopied orders, ( This is what police informed the Directors when we went to seek their direction ) we went ahead and held a brief meeting where we in- formed the members of these developments and gave them the Chairman’s Report. The members resolved that since their AGM has been stopped, they be given the Chairman’s Report which should go reading but that they only need to be called by the end of the year for this year’s AGM since that one had aborted. The order to hold an AGM within the same year is hereby contested and therefore call upon the Learned Judge to review that order since the next AGM is due in six months from now. Call to review Order number Two is also hereby prayed. One, this company is not a Trading com- pany but a Land buying company which only collected money from members to buy the land. The only other money that the company used to receive when some shares were being sold which stopped several years ago. The income from those share sales used to pay for incidentals that the company used to incur by 2017. The Returns filled are nil Returns since there is no trading. On Election of Directors and members, it wasn't quite clear what election of members means. But for Directors, the Directors have no problem with it provided the members are informed in good time that there was necessary to do so. In fact the Board has resolved that in the next AGM, the deceased Directors will be replaced by election of new ones. So, this is already scheduled and if these three members are interested in being elected, the owners of the company are the ones who decides who’s their Directors. As such we pray that this order be reviewed as well as it is al- ready on schedule by the next AGM. On the Order of sharing with the defendants financing of the AGM, it is a welcome idea as for many years the Directors finance all the operations of the company alone from their pockets. When the AGM will be due, the total cost of holding it will be worked out and they will be informed of the cost so as to post their part of the cost. This is a welcome decision by the Learned Judge. Finally, it will be very unfair to summon old men and women to travel from all over the country to be coming for nothing else other than their land which they have waited for for 50 years now. Hon Bsp Dr Stephen D N Ndicho DIRECOR, LEGAL AFFAIRS

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