JUDGMENT OF THE COURT
1. The parties in this appeal are three companies: Patcham Holdings Ltd, Numised A.G. and Leisure Lodges Ltd, incorporated in the British Virgin Islands, Switzerland and Kenya, respectively. Leisure Lodges Ltd is incorporated under the Companies Act, Chapter 486 of the Laws of Kenya and owns a first class hotel, club and golf course in Diani, Mombasa in the Republic of Kenya. As at the time of filing this appeal, it’s paid up share capital was Kshs. 6 million divided into 1.2 million ordinary shares of Kshs. 5.00 each.
2. At all material times, there were three shareholders in the register namely Numised A.G. (the appellant in Civil Appeal No 205 of 2009) which held 360,000 shares (30%); Vadag Establishment held 720,000 shares (60%) in trust for Zorba Ltd, a company incorporated in Jersey, Channel Islands and Y.A. Shretta who held 120,000 shares (10%).
3. Numised A.G, by virtue of its shareholding in Leisure Lodges Ltd, was entitled to appoint two members to the Boa…