The chairman’s office overlooked the factory yard. From its second-floor window, the disputed forklift could be seen in its normal operating area.
Chairman Barongo opened with a warning. “I do not want anyone using the word fraud in this room.”
“I am bringing a timeline, not an accusation,” Daudi said.
Leonard sat across the table. Halima had the original board-minute file. Another board member, Dr. Wekesa, joined by video.
Barongo explained the rescue theory. Kifaru had lost working capital. Lenders would not extend enough facility. Nova Crate had been created as a vehicle through which an investor might fund continuing operations without inheriting all of Kifaru’s existing obligations. Productive contracts and some assets would move, then the old company would negotiate a settlement.
“Was the transfer structure approved?” Daudi asked.
“The concept was.”
“The Tuesday-night payroll-reserve transfer?”
Leonard called it temporary bridge support.
“Specifically approved?”
Halima opened the original minutes from two weeks earlier. The resolution authorized management to **explore a continuity structure subject to final board approval of asset and receivable transfers**.
Daudi repeated the final words.
Leonard produced a draft resolution dated the previous week.
Halima calmly displayed the document’s version history. The draft had actually been created Sunday night.
“Board records are not diaries we rewrite once we know the outcome,” she said. “We may ratify an earlier action today. We cannot pretend today’s signature happened last week.”
Chairman Barongo asked Leonard why the old date mattered.
“Investor due diligence. They want a clean continuity of authorization.”
Dr. Wekesa shook his head on screen. “Then they should see the real continuity, including the gap. I agreed that continuity mattered. I never approved moving the viable pieces before a payroll protection plan.”
Leonard argued that payroll would have been funded once the investor closed.
Daudi answered carefully. “Mathematically that could happen. The control problem is that the return amount and date were not protected in any document I have seen. The batch failed while the bridge was still outside Kifaru.”
“So the transfer itself is not automatically wrong?” Barongo asked.
“I do not have authority to decide that. I can verify the payroll risk.”
That answer gave the chairman no villain, but it gave him a problem he could no longer solve with optimistic language.
Rehema, allowed into the session for the wage portion, asked where the old workers sat in the rescue plan.
Leonard repeated that wages would be paid later.
“Later is not a control,” she said.
Daudi placed the payroll calendar, rejection receipts and customer-payment statement together. The company could call the continuity concept genuine and still have failed to protect payroll before moving value.
Halima proposed a lawful alternative: create a resolution dated today that acknowledged actions already taken, identified which had not received final approval, and ordered a review. No document would be backdated.
Dr. Wekesa said he would not sign the old-date version.
Chairman Barongo pushed Leonard’s draft away. “Rewrite it.”
Leonard warned the investor might walk.
“Then the investor will know the board did not move the clock backward.”
The new resolution acknowledged prior transfers and payment directions, placed them under review, prohibited further essential-asset movement during mediation, and required a payroll mechanism proposal.
Leonard refused to sign a supporting note. Wekesa signed his objection. Barongo signed the current record.
Halima placed the version history and objection in the minute-book appendix. She gave Rehema only a formal extract covering payroll and the standstill; confidential investor terms remained inside the board file. It was exactly the kind of separation Daudi had been arguing for: disclose what the claim required without dumping the entire transaction.
Outside the office, Amani asked whether the rescue plan was dead.
“No.”
“Nova?”
“Still exists.”
“Payroll?”
“Still unpaid.”
Amani sighed. “This is why I keep wanting one answer.”
“There is not one.”
Before they reached the stairs, the utility supervisor called Amani.
Kifaru’s industrial electricity account was in arrears.
Disconnection was scheduled for 05:30 Monday.
Saturday they had stopped a forklift from leaving.
Sunday they had stopped the board record from being quietly rewritten.
But Monday morning, even if every machine remained in place, there might be no power to start one.