The protracted legal battle involving Heritage Flowers Limited has taken another dramatic turn, just weeks after the Office of the Director of Public Prosecutions (ODPP) signaled its intention to withdraw criminal charges against one of the company’s directors and three co-accused.
The matter was scheduled for mention today before Principal Magistrate Mutai, primarily to confirm the filing of submissions in response to the DPP’s withdrawal application.
However, proceedings were interrupted after it emerged that the complainant had filed a replying affidavit opposing the withdrawal.
The affidavit, which had also been served on the defense team, was sharply contested by the accused persons’ lawyer, who described the move as “trial by ambush” and urged the court to strike the document from its records.
The court agreed that the accused must be given an opportunity to respond and directed that they file their own replying affidavit.
Tensions escalated when Mr. Gachau, appearing for the complainant, sought to introduce an additional affidavit. The defense objected strongly, warning that such back-and-forth filings could spiral into an endless cycle of affidavits, further complicating the proceedings.
The case pits Heritage Flowers Limited’s directors against co-owner and complainant, Riyaz Punjani Muhamadali.
The first and second accused, a husband-and-wife duo, serve as the company’s Managing Director and Director, respectively. Together, they control 50% of the company’s shares, with the remaining 50% owned by Punjani, who also sits on the board.
Heritage Flowers is a leading grower and exporter of roses, employing more than 300 workers on its 12-hectare farm in Rumuruti, Laikipia.
Also charged are two employees from the company’s accounts department and a fifth accused, a foreign-based firm that acts as Heritage’s agent under a commission agreement signed in 2021.
The dispute dates back to July 2021, when Punjani resigned from the board and declared his intention to sell his 50% stake for KSh200 million. The 1st and 2nd accused disputed this valuation, insisting that the price be determined by an independent auditor or the board.
The disagreement triggered a bitter standoff, with Punjani accused of leveraging his position to frustrate the company’s operations, including refusing to sign essential cheques.
Matters escalated when he allegedly attempted to sell his stake to a third party, Shiraz Karmali—the second complainant without board approval, a move the accused argue violated Heritage’s Articles of Association.
The defense has maintained that the charges lack merit, emphasizing that the documents at the center of the case including the commission agreement and a trust deed involving the 5th accused remain valid and uncontested.
Heritage Flowers itself has never lodged a complaint over the alleged financial improprieties.
Under Section 238 of the Companies Act, only the company not an individual shareholder can initiate legal action on behalf of shareholders.
The criminal proceedings were therefore improperly instituted without corporate authorization.
Additionally, the defense accused Punjani of abusing the legal process through a derivative suit, insisting that only Heritage has the standing to challenge its directors’ actions.
In a related matter, Justice E. Mwita of the High Court had already issued orders in favor of the accused, compelling Punjani to continue signing company cheques and barring any unilateral changes to the firm’s banking mandates.
The matter will come up again on October 28, 2025, when the court will confirm the filing of replying affidavits from both the defense and the prosecution.
