Ex-Makerere chancellor Prof.Kagonyera & Co sued for booting co-founder out of Fertilizer Company, demands shs2.9bn compensation

Former Makerere University chancellor, Prof Mondo Kagonyera has been sued for allegedly masterminding a scheme to boot a co-founder out of a fertilizer company.

Kagonyera is sued alongside Julius Turyamwijuka and Edwin Mwesigye by Arthur Tumuhimbise, a minority shareholder and promoter of Bokashi Group Uganda Ltd.

Tumuhimbise alleges that he was unfairly kicked out of this company by the trio and even went on to start another one called Fertiplus Organic Ltd behind his back while using the former’s assets.

Tumuhimbise says the trio’s actions undermine the Companies Act and other enabling laws and principles of company management and he has since dragged them to Uganda Registration Services Bureau (URSB) under Company Application No.32897 of 2024.

He is now seeking shs 2,972,919,298 in compensation for the alleged fraudulent management of Bokashi and registration of Fertiplus by Mondo, Julius and Edwin.

He is also pushing for de-registration of Fertiplus Organic Ltd for being a vehicle of fraud.

He also further demands that its directors be ultimately apprehended and punished through fines or imprisonment or both as the case may be.

GENESIS

According to Tumuhimbise, through his lawyers of KBW ADVOCATES (Formerly Kwesigabo, Barwise & Walubiri Advocates), Bokashi Group (U) Ltd was incorporated on 30th July, 2016 and was registered with three (3) shareholders namely; Julius Turyamwijuka, Arthur Tumuhimbise and Edwin Mwesigye.

All the founding members of Bokashi Group (U) Ltd had proportionate shareholding of thirty (30) shares each and ten (10) shares remained unallotted.

Bokashi Group (U) Ltd was mainly registered to conduct the business of manufacturing, supplying, producing, formulating, mixing all kinds of fertilizers and other related agricultural products.

That in 2017, the directors of Bokashi Group (U) Ltd resolved to admit Professor Mondo Kagonyera as a shareholder and thus amended the memorandum and Articles of association to include the newly admitted member.

After amendment of the memorandum and Articles of association of Bokashi Group (U) Ltd, on 28th /01/2017, Professor Mondo Kagonyera, Julius Turyamwijuka and Arthur Tumuhimbise respectively owned twenty-five (25) shares, Edwin Mwesigye owned twenty (20) shares and five (5) shares remained unallotted.

“The Company was initially mixing organic animal waste and other organic materials to make fertilizers, pack them and sell to customers.

“After over a year the business became worthwhile and the founding members who include our client conceived a view to do importation of processed fertilizers since there was a wide and available market which the company could not satisfy through locally mixed and packed fertilizers,” Tumuhimbise says.

He adds that thereafter Bokashi Group (U) Ltd continued conducting Company business of selling and importing fertilizers but more specifically the type called “Fertiplus Fertilizers” imported from a dutch Company called FERM O FEED gerstdijk 6, HELMOND, P.O.Box 12, 5480AA Schijnder, the Netherlands.

“The physical Address of Bokashi Group (U) Ltd is Muganzilwaza Building in Katwe-Kampala, Ground Floor and it also has a warehouse located in Katwe along Kabaka’s Place in about 350 meters from the company offices at Muganziłwaza Building. This warehouse can store a minimum of twenty (20) containers of 20 Feet. The company warehouse stores a minimum of twenty (20) containers of 20 feet in terms of length,” he further explains.

After scheming to defraud this company, Tumuhimbise, who was then the manager of this warehouse, alleges that he was sidelined, denied access to the warehouse and company import record and thereafter he was permanently denied access and control over every aspect of the company dealings.

He says the Company made business, sold fertilizers to interested buyers who were obtained through marketing and promotion of the company products by the joint effort of all shareholders and other clients were secured through bidding processes.

All sales made were reportedly recorded and returns from sales were deposited on the Bank Account of M/s Bokashi Group (U) Ltd to which Tumuhimbise was a signatory but was later on removed unscrupulously.

He goes on to elaborate that in 2018, Tumuhimbise and the other directors of Bokashi Group (U) Ltd launched supply and sale of fertilizers known as “Fertiplus Fertilizers”, as a product in the market of Uganda at a ceremony held at Muganziłwaza Building in Katwe-Kampala, ground Floor and in the presence of Vincent Bamulangaki Ssempijja, then Minister for Agriculture, animal Husbandry and Fisheries.

“For emphasis the product and the business was not launched by Fertiplus Organic Ltd.”

That in a fraudulent scheme, Professor Mondo Kagonyera and Turyamwijuka Julius dubiously and without being transparent formed another company and registered it in the names of Fertiplus Organic Ltd. M/S Fertiplus Organic Ltd, was incorporated with the sole purpose of diverting all business contracts, ventures and opportunities which Tumuhimbise and Bokashi Group (U) Ltd had created over time.

He avers that Fertiplus Organic Ltd was formed with the sole purpose of defrauding Bokashi Group (U) Ltd and Tumuhimbise as a minority shareholder.

He says following this move he was only paid Shs. 5,000,000/= and all the other money on the bank account of Bokashi Group (U) Ltd was taken by directors of Fertiplus Organic Ltd.

It is alleged that Kangonyera and Co, as directors of Fertiplus Organic Ltd, were engaged in top management decisions of Bokashi Group (U) Ltd without transparency and accountability and no financial status reports or any vital information was given to Tumuhimbse.

Fertiplus Organic Ltd reportedly took over all the property of Bokashi Group (U) Ltd illegally and these include the same warehouse in Katwe and office space at Muganziłwaza, workers among other things.

Tumuhimbise further accuses Kagonyera and Co of frustrating all his business prospects, plans and economic expectations by rendering Bokashi Group (U) Ltd redundant while aware that they were using its business foundation, connections and clients to divert all contracts to Fertiplus Organic Ltd and perpetuate fraud and unfair business competition characterized by conflict of interest of the directors of the new company.

Tumuhimbise says his economic rights have been infringed upon by the majority directors who double as directors of Fertiplus Organic Ltd and these majority directors that are perpetuating fraud under which they expropriated property and business of Bokashi Group (U) Ltd.

He could not practically challenge the majority decisions made in the management of Bokashi Group (U) Ltd.

He now wants the minority shareholder’s grievances to be addressed and the dealings of the majority shareholders who created Fertiplus Organic Ltd be investigated without leaving any stone unturned.

“In conclusion, all the above issues raised herein undermine the Companies Act, 2012, other enabling laws and principles of company management. These glaring illegal and fraudulent acts shall lead de-registration of M/S Fertiplus Organic Ltd for being a vehicle of fraud and the directors of M/S Fertiplus Organic Ltd shall be ultimately apprehended and punished through fines or imprisonment or both as the case may be.”

SHS 2.9BN DEMAND

Tumuhimbise would later hire AMM and Associates, Certified Public Accountants of Uganda to evaluate and make a forensic audit of what he was lawfully entitled to in terms of dividends.

The evaluation covered schedules of imported Fertiplus stock to determine the profit or loss resulting from the trading of the fertilizer by Bokashi Group (U) Ltd.

On computation and valuation report for the profit and loss statements of Bokashi Group (U) Ltd for the period of January 2016 to 31 December 2022, Tumuhimbise is entitled to shs 2,972,919,298, according to a report dated December 19, 2023 and signed by Alfred Anwangkane, ACCA, CPA, a managing partner at AMM and Associates.

The evaluation reportedly based on the available information provided, the documentary evidence reviewed and after making reasonable assumptions.

RULING DELAYS

Tumuhimbise’s lawyers have now written to the URSB Trial Registrar Solomon Muliisa complaining about the ruling’s delay despite the filing of written submissions and the hearing of the Respondents’ points of law which was closed in May and to date a ruling date has not been set.

“In the premises, we pray the matter is accordingly be fixed for delivery of the ruling on the said preliminary points of law to enable us prepare for the next course of action,” Tumuhimbise’s June 18, 2024 letter to URSB Trial Registrar Solomon Mullisa reads.

DEAR READER, CALL/TEXT/WHATSAPP: 0777959024 OR EMAIL: [email protected] WITH AS MUCH EVIDENCE AS POSSIBLE IF YOU HAVE A HOT STORY YOU WOULD LIKE US TO PUBLISH…SOURCE PROTECTION/CONFIDENTIALITY IS OUR NO.1 PRIORITY.

FRAUD IN BANKS, BETTING FIRMS, CHEATERS, DIVORCE FILES, S3X NETWORKS, S3X FOR MARKS, HARASSMENT OF ALL NATURE AT OFFICE BY YOUR BOSS, CHILD NEGLECT, WETLAND OCCUPATION, ENVIRONMENTAL DEGRADATION, VIDEOS, IMPUNITY or CORRUPTION (in government agencies/ MDA’s, NGOs, Ministries, Private sector), FIGHTS IN OFFICES, JOB WARS/ WITCH HUNT, URA TAX FRAUD/NON-COMPLIANCE, CHEATING MONEY LENDERS, BUSINESS WRANGLES, SUBSTANDARD PRODUCTS, GOLD SCAMS, NSSF REMITTANCES NON COMPLIANCE, LAND ISSUES, INTERNAL AUDIT REPORTS EXPOSES, POLITICAL WRANGLES…ETAL.

SOURCE PROTECTION/CONFIDENTIALITY IS OUR NO.1 PRIORITY.