The Registrar of Companies has announced a plan to dissolve several companies, key among them Apeiro Kenya Technologies Ltd, associated with Mwende Gatabaki, the wife of President William Ruto’s economic advisor, David Ndii. Listing of the company for dissolution in the gazette notice dated October 18, comes barely four months after its incorporation.

The company was registered on July 5, 2024, and is directly linked with the controversial Adani group. The company has been involved in high-profile projects like the rollout of the Social Health Insurance Fund (SHIF).

According to the notice, the companies shall be struck off from the Register of companies at the expiry of three months from the date of publication and invited any person to show cause why they should not be struck off from the Register of Companies.

“Pursuant to section 897 (3) of the Companies Act, the Registrar of Companies specified hereunder shall be struck off from the Registrar of Companies at the expiry of three months from the date of publication of this notice,” read part of the gazette notice.

While several companies face imminent deregistration, Apeiro in particular has raised eyebrows considering its brief operation, abrupt shutdown, and links to a high-profile government official.

Failure to give a valid reason to deter the dissolution, the company will cease to exist henceforth and the Registrar will issue a subsequent notice.

Lucrative consortium

Apeiro entered the market quietly. However, in September, it made headlines after securing a lucrative consortium deal connected to the Adani Group.

The company was part of the consortium deal that was awarded Sh104 billion for the implementation of Universal Health Coverage (UHC) through the controversial SHIF.

Apeiro, whose director is Ndii’s wife Mwende, received 59.5 per cent of the shares, becoming the largest shareholder in the partnership contract. Safaricom got 22.6 per cent while Konvergenz Network Solutions received 17.9 per cent of the shares. Additionally, Apeiro’s ties with the Adani Group is through its ownership by Sirius International Holding which is a subsidiary of the Indian multinational corporation.

Its abrupt shutdown also sparks questions about its legitimacy and purpose. Was it set up specifically to facilitate this deal?

For a company as young as Apeiro that had not even established itself in the business community, how it managed to get this major deal remains questionable. It has also ignited speculations of looting by state officials through privately owned businesses.

According to the Companies Act 2015, there are several instances where a company stands to be dissolved or deregistered by the Registrar of Companies.

Those instances include when a company is not carrying on business or is not in operation, the company is in liquidation, or it has applied to the Registrar to be struck off the registrar.

“The registrar may also strike the company’s name off the Register on application by a company. Such an application is effective only if it is made on behalf of the company by its directors or by a majority of them,” reads part of the Companies Act 2015.

Once a company is dissolved, it means that it no longer exists as a legal entity and therefore cannot conduct any business or enter into contracts.

If the company had any contracts or shares, it could lead to legal obligations that will require the distribution of such to shareholders and creditors.

Major shareholder

If the Apeiro company shuts down following the dissolution, it remains to be seen whether this will affect the consortium deal considering it was the major shareholder. Should it be that Apeiro company was purposely created to facilitate the Adani deal, it raises questions about the integrity of the country’s tendering processes.

More often, Kenya’s tendering process has for years seen a consistent pattern where politically connected businesses and companies always get the most lucrative deals.

This often leaves the public wondering if such companies are mere conduits for siphoning public funds.

While the Kenyan Constitution has not provided a waiting period for which a company can get public tenders after its registration, it calls for fairness and transparency.