The director of a medical laboratory has sued his fellow director, who is also his ex-wife, claiming Sh624 million as compensation for loss of income and damages suffered for loss of business.
Mr Nilesh Vaghadia also wants the court to restrain Ms Chetnadevi Nilesh, also known as Chetnadevi Himatlal, from interfering with the bank accounts and management of Plasma Diagnostics Ltd without consulting him.
He claims Ms Chetnadevi incorporated the company on his instructions but she was not intended to have 50 per cent shareholding in it.
In his petition at the High Court in Mombasa, Mr Vaghadia says Ms Chetnadevi took advantage of her position as a lawyer to allocate herself 50 percent shareholding that she never paid for.
“There was no agreement for her to have 50 percent shareholding in the company, she took advantage of her position to allocate herself one share which she has never paid for, she also did not contribute to the capital of the company,” he says in court documents.
Mr Vaghadia says Ms Chetnadevi left their marriage in 2019 and at the time the company had a bank account at a bank in Mombasa.
The two had various joint bank accounts at banks in Mombasa and Nairobi where the company’s surplus funds were banked and later invested in fixed-deposit accounts in both their names.
He says he later discovered that Ms Chetnadevi, without any authority from the company, withdrew money held jointly in trust for the company and diverted it to her personal accounts and those of her late father in breach of her fiduciary duty as a director.
“The second respondent (Ms Chetnadevi) has a common law duty as a director barring her from conferring herself or her beneficiaries financial benefits at the expense of the company,” says Mr Vaghadia.
Sometime in 2021, he says, he discovered that Ms Chetnadevi and her relatives had issued oral and written communication to the banks stopping him and the company from accessing the money.
In March 2020, when Covid-19 was reported in Kenya, he says, the company received numerous requests for tests from its customers but it could not carry them out because it had no access to its funds to purchase or lease equipment and products due to Ms Chetnadevi actions.
“The petitioner avers that as a result of the second respondent’s unreasonable acts which have denied the company access to its funds, the company affairs were paralysed and ground to a halt and its business operations ceased,” Mr Vaghadia says.
Pecuniary advantage
He added: “The second respondent acted in such a manner that her personal interests were adverse to those of the company and the petitioner, she thereby gained for herself pecuniary advantage which she must hold for the benefit of the company and the petitioner,” suit documents say.
He says he has not had a meeting with Ms Chetnadevi, who he says is a dual citizen of Kenya and the United Kingdom, to discuss the affairs of the company since 2019.
Mr Vaghadia also wants the court to issue an order allowing the company unlimited access to money held in accounts jointly by himself and Ms Chetnadevi in banks in Mombasa and Nairobi and the company’s accounts held in its name at a bank in Mombasa.
In the meantime, Mr Vaghadia wants Ms Chetnadevi arrested and taken to court to show why she should not furnish Sh628 million in security for her appearance in the case.
Upon her arrest, Mr Vaghadia wants the court to order her to deposit the money in court or to produce and place at the disposal of court property valued at Sh628 million or the value sufficient to satisfy the decree that may be passed and as security for her appearance in the petition.
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