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IN THE HIGH COURT OF THE UNITED REPUBLIC OF TANZANIA MOROGORO SUB REGISTRY AT MOROGORO MISCELLANEOUS LAND APPLICATION No 23064 OF 2024 (Originating from the decision of the Assistant Registrar of Titles dated 6'^ September 2024) BETWEEN ABOOD SOAP INDUSTRIES LIMITED APPLICANT Versus THE REGISTRAR OF TITLES RESPONDENT RULING MRUMA,J. This is an application for extension of time within which the Applicant Abood Soap Industries Limited can give Notice of Intention to Appeal to the Respondent and to the High Court and subsequently file an appeal against the decision of the Respondent, the Assistant Registrar of Titles for change of ownership of properties registered under Certificate of Titles No 22149, 22836, 22326 and 27025. The grounds under which the Application is based are canvassed in the affidavit supporting the Chamber Summons. The background of the matter as can discerned from the supporting affidavit, counter affidavit and annextures thereto can be summarized as follows; the Applicant a limited liability company did on 16^^ November 1995 enter into a tripartite agreement for Sale of Shares and Share Holders' Agreement and Share Transfer agreement with the Government of the United Republic of Tanzania represented by the then Parastatal Sector Reform Commission (PSRC) on the first part and the Multipurpose Oilseeds Processing Company Limited which was registered in the name of Kampuni Ya Kusindika Mbegu Za Mafuta Limited which for purposes of these proceedings is referred to as the a "company" on the other part for Sale of Shares Agreement, Share Holding Agreement and Share Transfer Agreement. Under the said Agreements the parties mutually agreed that the 80% shares, assets and liabilities held by PSRC in the company shall be and were sold to the Applicant at a consideration of shillings 903,325,000/=. The remaining 20% of the total number of shares, assets and liabilities in the company remained under the ownership of PSRC on behalf of the Government. After the signing of the Agreements the Applicant as the majority share holder undertook rehabilitation of the assets of the company and revived its operations. On 20. 12. 1995 the company unanimously resolved to change its name from the then Kampuni ya Kusindika Mbegu za Mafuta Limited to a new name of Abood Seeds Oil Industries Limited. All times after the execution of the Agreements and by virtue of being majority shareholder with 80% of shares in the company, the Applicant was given sole custody of the Certificates of Occupancy of all the assets of the company and she physically possessed and occupied such assets exclusively and without any intervention of the Minority shareholder, the PSRC. It is the statement of the Applicant that in 2019 the Treasury Registrar, the successor of the Consolidated Holding Corporation (CHC) who in turn had succeeded PSRC as a co-share holder holding 20% shares started plotting coercive means to acquire 80% interest or shares and ownership of the company. Is further contended that the Treasury Registrar, without deploying any formal and proper procedure did forcefully seize the assets and denied the Applicant access to them. This prompted the Applicant to conduct diligent search at the Office of the Respondent on 2"^ September 2024 and on 5^^ September 2024 the Respondent issued Search a Report in respect of the said assets. The Report showed that the Assets have been registered in the name of the minority shareholder, the Treasury Registrar. On 5^^ September 2024, the Applicant applied to the Respondent for a written decision on the change of ownership of the Assets of the company. A copy of written decision was availed to the Applicant on 6^"^ September 2024. On perusal of the written decision availed to her, the Applicant realized that the Treasury Registrar applied for change of ownership on the ground of transmission by operation of law on the following reasons:- 1. That assets were previously owned by the Government through Kampuni Ya Kusindika Mbegu za Mafuta Limited; 2. That with effect from 13^^ January 1995 and by virtue of Government NotlCE No 23 published on 13. 1. 1995 all residual assets and liabilities of Kampuni Ya kusindika Mbegus za Mafuta Limited were vested in PSRC 3. That the life span of PRSC expired in December 2007 and the assets and liabilities of the Kampuni ya Kusindika Mafuta Limited were vested to the Office of the Treasury Registrar vide GN No 203 of 27^^^ June 2014 and; 4. That in view of the foregoing, the Office of the Treasury Registrar applied for registration of the Treasury Registrar as the owner of the assets mentioned in view of GN No 203 of 2014 for purpose of giving mandate of the right of occupancy of the property to the Treasury Registrar. It is the Applicant's contention that the decision of Respondent to transfer and change ownership of the company without involving majority shareholder is tainted with material illegalities and irregularities among others that the Treasury Registrar concealed and/or refrained to disclose the 80% share interest of the Applicant in the company. The Respondent, the Assistant Registrar of Titles through Mr Nzumbe Machunda Learned State Attorney, vehemently opposed the application first though a counter-affidavit and secondly by oral arguments before the court. In paragraph 21 of her counter affidavit the Respondent contended that because the Applicant was a shareholder in Abood Seeds Oil Industries Limited it is inconceivable and against logic to hear her complaining that she was not aware of the decision of the Assistant Registrar of Titles passed on 1^ September 2020. After putting Applicant to strict proof of the facts asserted therein, the Respondent concluded under paragraph 37 of the counter- affidavit that the Applicant has failed to substantiate the delay of five years. At the hearing of this application Mr Warehema Kibaha and Mr Erick Akaro both learned advocates appeared and argued the Application for the Applicant while Mr Nzumbe Machunda learned State Attorney represented the Respondent. In his submissions in support of the Application and after adopting the Applicant's supporting affidavit as part of his submissions Mr Warehema contended that following the unfair practices of the Minority Shareholder, the Treasury Registrar the Applicant was prompted to conduct a diligent search at the Offices of the Respondent on 2"^ September 2024 and on 5^^ September, 2024 the Respondent issued a Search Report establishing a summary of entries on the assets. According Mr Warehema, the Report indicated that all assets of the company had been transferred and re-registered in the name of the Minority Shareholder and that the Applicant had been totally dispossessed of his 80% interests and ownership in the assets of the company in favour of the Treasury Registrar. On the same day she applied for a copy of written decision on the change of ownership of the company. She was supplied with the same on the following day i.e. on 6'^ September 2024. Mr Warehema states that upon being availed with a copy of the written decision the Applicant realized that the actions of the Respondent of accepting the application and registering the Assets in the name of the Treasury Registrar was made on day of September 2019 approximately five years aback. Mr Warehema submitted that since according to law Notice of Intention to Appeal to the Respondent and to the High Court ought to have been served within a period of one month from the date of the decision and the Appeal within a period of three (3) months from the date of the decision the Applicant found herself out of time and hence this application for extension of time to do the same. I have gone through the affidavit and counter affidavit of the parties together with their annexes. I have also gone through the rival submissions of the parties and without touching the would be merits and/or demits of the intended appeal, the only question before me at this stage is whether the Applicant has been able to establish sufficient cause to warrant this court to grant the extension of time sought. Section 14(1)of the Law of Limitation Act[Cap 89 R.E. 2019 under which the Application is pegged provides that:- "Notwithstanding the provisions, the Court may for any reasonabie or sufficient cause extend the period ofiimitation of an appeai or appiication other than the an appiication for execution ofa decree and an appiication for such extension may be made before or after the expiry ofthe iimitation prescribed for such appeai or appiication" The period of limitation for a person aggrieved by a decision, order or act of the Registrar of Title Is provided for under Section 102(1) of the Land Registration Act[Cap 334 R.E. 2019] which provides that;- Anyperson aggrieved bya decision, order or actofthe Registrar may appeai to the High Court within three monthsfrom the date ofsuch decision order or act Under sub-section (1)(a) of the same section, the law provides that:- Provided that- (a) "No such appeaishaii He uniess the Appeiiant or his advocate shaii within one month from the date ofsuch decision order or act, have given to the Registrar and to the High court notice ofintention of appeais. And provided further that the High Court may for good cause admitan appeai notwithstanding that the periods ofiimitation prescribed in this subsection have eiapsed." Under sub-section (3) of the same section the law requires every appeai to be made in the form of a petition in writing and to be accompanied by a copy of the decision order or act appealed against. From the foregoing quoted provisions of the law any appeal emanating from the decision, order or act of the Registrar of Titles must be accompanied with a copy of that decision and must be filed within the prescribed time and if a party finds himself out of time leave of the court by way of extension of time must be sought and obtained. This application seeks for such extension for reasons stated herein. It has been submitted for the Applicant that the decision of the Registrar of Titles was made on 28'^ August 2020 but a written decision was issued to the Applicant on September 2024. This fact is not disputed by the learned State Attorney, but his contention is that the decision of the Registrar was made since 2020 about five years ago, the delay to obtain a copy of written decision was caused by sioppiness and negligence on the part of the Applicant because being a shareholder in Abood Seeds Oils Company Limited (i.e. the company), she cannot be heard saying that she was not aware of the transfer and re-registration of shares of that company, this brings me to the first issue for determination and that is whether the Applicant has shown good or sufficient cause of delay to file the notice. From the submissions of both parties there is no dispute that the decision of the Respondent was made way back in 2020. There is also no dispute that the Applicant was the majority shareholder in the company with 80% shares. The question is whether the Applicant was aware of the decision of the company to surrender and the Respondent to effect transfer of the said assets. As it would seem from the available records, both the Applicant and the company are limited liability companies. The Applicant was the majority shareholder and therefore owner of the company. On 31^ day of July 2019 at 02:30 PM, the "company" convened a Meeting of its Board of Directors (Annex RT 4 to the counter-affidavit) and resolved to surrender to the Commissioner for Lands Titles of properties which were purportedly owned by the company. According to the Minutes of that Extra Ordinary Shareholders Meeting the following persons were in attendance:- 1. Talal Abood Chairman 2. Arif Haji Sadick Director 3. Silvester Mwakitalu Director and; 4. Anindumi Jonas Semu Company Secretary. Earlier on at around 01:00 PM of the same day the company had convened an Extra Ordinary Meeting of its Shareholders (Annex RT3 to the counter-affidavit) and unanimously resolved that all ordinary shares 2,200,000.00 of the majority shareholder in the company to be repossessed by the government and that all company landed properties to be surrendered to the Government of the United Republic of Tanzania. It was further resolved in that meeting that 8■ Sylvester Mwakitalu was appointed to the Board of Director of the Company. According to the Minutes of the Extra Ordinary General Meeting of the company the following persons were in present:- 1. Talal Abood Chairman 2. ArifHaji Member 3. Robert Rutahiwa Member 4. Peter Gwagilo..... Member While in attendance were: 1. Anindumi Jonas Semu Secretary 2. Sylvester Mwakitalu from the Office of Solicitor General 3. Kajuna Kaizelege from the Treasurer Offices The Minutes were signed by Talal Abood as Director of the comonay and Anindumi Jonas as the company Secretary. There is no indication that there was any representation from the Majority shareholders the Applicant with 80% shares and the Treasury Registrar with 20% shares. From the said minutes it would appear that Talal Abood was the chairman of the company while Arif Haji Sadick and Silvester Mwakitalu was the director of the Company i.e. Abood Seed Oil Industries Company Limited. It is trite that under the principles of corporate personality a limited liability company is a recognized as a legal entity distinct from its members. A company with such personality is an independent legal existence separate from its shareholders, directors, officers and creators. It follows therefore that a shareholders' resolution must be a resolution of shareholder to ratify the actions of the Board of Directors. Without spilling into the would be an intended appeal. In 9 my view, Abood Seed Oil Company Limited being a limited liability company was a separate legal entity from the present Applicant Abood Soap Industries Company Limited and the acts, deeds and transactions of the two companies are different with different legal consequence. Thus, in absence of the evidence that the Applicant at its legal capacity and as a majority shareholder in the said Abood Oil Seeds Company Limited participated in the purported Extra Ordinary General Meetings and Resolution passed therein, this court is not prepared to buy the idea that the Applicant was aware of the resolutions passed simply by looking at the similarities in the first names of the two companies"Abood"or the participation of one Talal Abood in both meetings of the company. That said it is therefore my finding that the Applicant was not aware of the decision which was purportedly made on 28^^^ August 2020 and sloppiness and negligence on her part cannot come into play in respondent's favour. Secondly it is now trite law that where illegality is raised as a ground for seeking an extension of time, courts will grant an extension sought. In the case of VIP Engineering and Marketing Limited & Two Others Versus City Bank Limited Consolidated Civil References No 6,7 & 8 of 2006 [2007 TZCA 165 the Court of Appeal held thus: "We have already accepted it as established law In this country that where the point oflaw at Issue Is the Illegality or otherwise of the decision being challenged, that by Itself constitutes sufficient reason for extending time" 10 A similar position was stated by the same Court of Appeal in the case of The Principal Secretary Ministry of Defence and National Services Versus Devram Valambia (1992)TLR 185 where the Court stated that: "In our view, when the point atissue is one ofaiieging iiiegaiity ofthe decision being chaiienged, the Court has a duty even ifit means extending the time for purposes, to ascertain the point and if the aiieged iiiegaiity be estabiished, to take appropriate measures to put the matter and the record straight" In the present case iiiegaiity in terms of coercion, threats frauds and non-disciosure of material facts (See paragraphs 14 and 25(a) to (h) of the Applicant's supporting affidavit have been asserted and paragraphs 20 and 29 of the counter affidavit of the Respondent) did not deny them but simply put the deponent to strict proof of the assertions. Under paragraphs 14 and 25 of the affidavit in support of the Application, the Applicant aiieged aggressiveness, coercion and fraud. The Respondent in paragraphs 14 and 25 of her counter affidavit did not give any counter facts instead she put the Applicant in "strict proof" of her assertions. This court has repeatedly held that once an assertion is made in the affidavit that assertion constitutes deponent's evidence. Putting of deponent of an affidavit to a strict proof is not denying the same but rather leaving it undisputed. An affidavit being a written and sworn statement of facts deposed by its deponent is evidence of the deponent and can only chaiienged by swearing a counter facts [See East African Cables (T) Limited Versus Spencon Services Limited Miscellaneous Civil Application No 61 of 2016 HC (Dar Es Salaam District Registry Unreported) and 11 Miscellaneous Civil Application No 499 of 2023 High Court of Tanzania (Dar Es Salaam Sub-Registry Philip J) Unreported. In the present application there is no sworn statements challenging allegations of iiiegaiity and irregularities deponed under paragraphs 14 and 25 of the supporting affidavit. Finally there is an allegation of a denial of the right to be heard. Having found as a matter of fact and law that Abood Soap Industries Company Limited, the Applicant herein and Abood Seed Oil Industries Company Limited are two different legal entities, the right to be heard accorded to Abood Seed Oil Industries Limited cannot be visited and construed to be the right to be heard given to Abood Soap Industries Company Limited. From the foregoing discussions of fact and law and without going deep into the matter as to avoid discussing the appeal itself, I find that the Applicant has been able to show good and sufficient cause to warrant this court to grant an extension of time sought. Time is therefore extended for Fourteen days from the date of this ruling for the Applicant to give to the Registrar and to the High the Notice of Intention to Appeal against the decision of the Assistant Registrar of Titles. Accordingly the application is allowed. Costs will be considered in the cause. 0^ ruma T'- dge z; y— _b i. 2024. 12