ANNIIMA SANDBERG

IN THE HIGH COURT OF THE UNITED REPUBLIC OF TANZANIA [ARUSHA SUB - REGISTRY]

AT ARUSHA MISC. CIVIL CAUSE NO. 27 OF 2023 IN THE MATTER OF COMPANIES ACT NO. 12 OF 2002

AND

IN THE MATTER OF VISIT NATIVES WORLDWIDE LIMITED

AND

IN THE MATTER OF THE PETITION BY ANNIINA SANDBERG................................................................... PETITIONER

VERSUS MOSSES LOLUNGEN LAIZER.............................................. 1st RESPONDENT VISIT NATIVES WORLWIDE LIMITED............................... 2nd RESPONDENT

RULING 2 9 h Septem ber & 09th O ctober, 2024 I.e. MUGETA, J. The Petitioner seeks two major reliefs: i) A declaration that the affairs of the 2nd respondent Company are run in a manner prejudicial to the interests of the petitioner and the Company itself and that the act of 1st respondent sidelining the petitioner in the management of the affairs of the 2nd respondent Company is prejudicial. ii) An order directing the 1st respondent or the 2nd respondent Company to buy out the petitioner's share (s). The last two prayers cover costs and the usual any other relief the court may deem fit to grant. It is alleged that, the petitioner and the 1st respondent are subscribers to the memorandum and articles of association of the 2nd respondent. They are first directors of the 2nd respondent and the petitioner managed the operations of the 2nd respondent from abroad. According to the petition, the 2nd respondent was incorporated on 31/05/2019 and all went well up to between February and March, 2022 when the 1st respondent sidelined the petitioner from the management forcing the petitioner to resign from the directorship of the 2nd respondent. Notwithstanding, the 1st respondent has, since then, allegedly failed to convene a member's meeting to appoint another director while using the name of the 2nd respondent which has obtained good will to run his private tour operator business

causing the petitioner to suffer annihilation and irreparable loss. The respondents never entered appearance despite evidence that they were served through Colin Wilberforce Mongi, Advocate. Nicholas Leoni represents the petitioner. He appeared on the hearing date and argued that the facts pleaded in the petition meets the elements which must be proved for the petition to succeed. The elements were outlined in Valisas Elixabeth Deflosse Ingleten V Joseph Ignatus Mvonha & Others; Misc. Commercial Cause No. 20/2021, HC Dar-es- Salaam Commercial Division (unreported) which are (i) The Company's affairs (ii) being conducted (iii) unfairly prejudicial (iv) to the petitioner's interests as a member of the Company. I agree, the undisputed fact in the petition are that the petitioner has been sidelined by the 1st respondent in the operations of the 2nd respondent leading her to resign the directorship post resulting into the Company run by one director. Further, the conduct of affairs of the 2nd respondent unfairly affects the interest of the petitioner by the 1st respondent using the name of 2nd respondent to run a private business without removing the petitioner's name from the list of director at BRELA. For the foregoing, I hold, the petition has been proved. I declare that the 2nd respondent is run in the manner prejudicial to the interests of the petitioner. I proceed to order the 1st respondent to buy out the petitioner's share (s) within sixty days from the date of this order. This order is made under Section 233 (1) of the Companies Act, No. 12/2002. In case of 3 failure, the petitioner may sell the shares to external stakeholders. It is ordered. No order as to costs. I-C. MUGETA

JUDGE 09 / 10/2024 Court: Ruling delivered in chambers in the presence of Nicholas Leoni, Advocate for the Petitioner and in the absence of the respondent. Sgd: I.C. MUGETA

JUDGE 09 / 10/2024