Madan JA The appellant, a limited liability company, was incorporated in Kenya on 24th December, 1957 with a nominal capital of Shs 100,000 divided into 5000 shares of Shs 20 each the whole capital being issued and paid up.
One Douglas Leonard Bessant was a director of the company as well as the registered holder of 4999 shares.
On 24th July 1959, the company purchased a coffee farm at Kiambu (land reference No 5999). In July 1967 the Registrar of Companies struck the name of the company off the register of companies, pursuant to section 339(5) of the Companies Act. At that time the farm was mortgaged under a duly registered first legal mortgage dated 17th January 1964 to trustees of the mortgagee to secure Shs 700,000 together with interest; the balance owing under the mortgage being Shs 400,000.
On 17th December 1976, the company and Bessant filed a petition to the Registrar of Companies in the High Court (which was served on the Attorney-General on the same day) for the compan…