ATTORNEY GENERAL ANOTHER VS KOPRU INTERNATIONAL COMPANY LIMITED CIVIL CASE NO

IN THE HIGH COURT OF THE UNITED REPUBLIC OF TANZANIA (IN THE SUB-REGISTRY OF DAR ES SALAAM) AT DAR ES SALAAM. CIVIL CASE NO. 15549 OF 2024 ATTORNEY GENERAL………………….........................…………1ST PLAINTIFF THE BOARD OF TRUSTEES OF THE NATIONAL SOCIAL SECURITY FUND........................…………2ND PLAINTIFF VERSUS KOPRU INTERNATIONAL COMPANY LIMITED..................................................................................DEFENDANT CONSENT JUDGMENT Date of last order: 13/11/2024 Date of Judgment: 13/11/2024 A.A. MBAGWA, J. This judgment stems from a deed of settlement duly signed and filed by the parties in this Court on the 12th day of November 2024. The plaintiffs herein the Attorney General and the Board of Trustees of the National Social Security Fund instituted the present suit through summary procedure against the defendant namely, KOPRU International Company Limited praying for judgment and decree as follows;: - i. The defendant to be ordered to pay the sum of 1 ii. TZS 38,760,682/= (Thirty-Eight Million Seven Hundred Sixty Thousand Six Hundred Eighty-Two) being un-remitted members' contributions plus accumulated penalties thereon due and payable to the plaintiff by the defendant as per paragraph 9.0 hereinabove. iii. Cost of this suit and any other incidental costs pertaining to the filing of the suit; and iv. Any other relief that this Honorable Court shall deem fit and just to grant. In brief, the material facts as gathered from the plaint and attending annexures are to the effect that; The defendant is a limited liability Company registered in Tanzania carrying business in the name of KOPRU International Company Limited within Dar es Salaam region. Upon commencement of its business, the defendant applied for and was registered as a contributing member employer of the 2nd plaintiff. She was thus assigned membership registration Number 1028029 on 15th December 2020. It was contended that the defendant was required to remit monthly statutory contributions for its own and its employees at the 2 rate of 10% and 10% respectively. However, the defendant started to default remittance of members’ principal contributions for diverse dates and/or remitted late contributions which attracted the imposition of a penalty covering the period between January, October, and December 2021 to November 2023. It was contended that the defendant was reminded to settle the arrears to no avail. As such, at the time of instituting the suit, the total outstanding amount stood at TZS 38,760,682/= (Thirty-Eight Million Seven Hundred Sixty Thousand Six Hundred Eighty-Two) out of which TZS 32,297,825/= (Tanzania Shillings Thirty-Two Million Two Hundred Ninety-Seven Thousand Eight Hundred Twenty-Five Only) is a principal contribution whereas TZS. 6,462,857/= (say Tanzania Shillings Six Million Four Hundred Sixty-Two Thousand Eight Hundred Fifty-Seven only) is accumulated penalties that continue to accrue as the remains due. To back up the claims, the plaintiffs attached to the plaint a schedule of outstanding contributions and penalty notice generated from the 2nd plaintiff's system and demand notice which were described as Annexure NSSF-2 and NSSF-3 respectively. Following the defendant's failure or neglect to clear the outstanding 3 contributions, the plaintiffs decided to institute this suit claiming for the reliefs as indicated herein above. When the matter was scheduled for mention, Mr. Baraka Mgaya, learned State Attorney for the plaintiffs informed the Court that the parties had amicably settled the dispute and the deed of settlement had been duly signed and filed in Court. He thus prayed for the court to record the deed of settlement in order to form part and parcel of the consent judgment and decree of the Court. Order XXIII Rule 3 of the Civil Procedure Code prescribes the disposal of cases by settlement. It provides: "Where it is proved to the satisfaction of the court that a suit has been adjusted wholly or in part by any lawful agreement or compromise, or where the defendant satisfies the plaintiff in respect of the whole or any part of the subject matter of the suit, the court shall order such agreement, compromise or satisfaction to be recorded, and shall pass a decree in accordance therewith so far as it relates to the suit". 4 I have keenly gone through the said deed of settlement filed in this Court on the 13th day of November 2024 in terms of Order XXIII rule 3 of the Civil Procedure Code. I am satisfied that the same was on 12th August 2024 duly signed by both parties and mutually consented. Additionally, I have scanned the terms and conditions of the settlement deed and found them on all fours of the legal requirements. Disposing of cases through amicable settlement is highly recommended by the court as demonstrated in the case of Motor Vessel Sepideh and Another vs. Yusuph Mohamed Yusuph and two Others, Civil Application No. 237 of 2013, CAT at Dar es Salaam. Commenting on the amicable settlement, this Court in the case of Jaffrey Indi. Sian Ltd vs M/s Beijing Construction Engineering Group Limited, Commercial Case No. 38 of 2021, the Court remarked that parties' mutual settlement of cases is a route encouraged all over the world. In the premises, the deed of settlement is hereby recorded and adopted to form part and parcel of the consent judgment. The matter is therefore marked settled with the following orders; ARTICLE I SETTLEMENT 5 1.1 That, the defendant shall pay the plaintiff a total sum of TZS 18,717,749/= (Tanzania Shillings Eighteen Million Seven Hundred Seventeen Thousand Seven Hundred Forty-Nine only) being the total outstanding amount of principal statutory contributions that the defendant owes the plaintiff. 1.2 That, the parties hereto further agree that the remittance of the principal sum referred to in clause 1.1 above shall be paid in ten installments for the period of ten (10) months effectively from the date of signing of this Deed of Settlement. 1.3 That, sequel to paragraphs 1.1,1.2, and 1.3 above, and without prejudice to the below paragraphs, parties have agreed that, the payment arrangements shall be based in an installment as it has been expressly tabled in the Mode of Payment Segment under Article II. 1.4 That, the defendant undertakes to be current in the remittance of members' contributions in respect of the defendant's employees who are the 2nd plaintiff's members without default at any time. 1.5 That, the parties agree that this Deed of Settlement shall be filed in Court to signify the parties' agreement and the parties, by way of 6 this Deed, notify the Court that, the parties have agreed to settle the matter in the modalities stipulated herein. 1.6 That, upon full execution of this Deed and satisfaction of clauses 1.1, 1.2, 1.3, 1.4, and 1.5 herein, there shall be no further rights or obligations between the parties in relation to this case. ARTICLE II MODE OF PAYMENT 2.1 That, the arrears as above stipulated amounting to TZS 18,717,749/= (Tanzania Shillings Eighteen Million Seven Hundred Seventeen Thousand Seven Hundred Forty-Nine only) being total outstanding principal members' contributions and accumulated penalties shall be payable by the defendant to the plaintiff in ten (10) monthly installments as clearly itemized in the repayment schedule herein below: Period Instalment Amount (TZS) 30/09/2024 1st 1,871,774.9 30/10/2024 2nd 1,871,774.9 30/11/2024 3rd 1,871,774.9 30/12/2024 4th 1,871,774.9 30/01/2025 5th 1,871,774.9 28/02/2025 6lh 1,871,774.9 30/03/2025 7th 1,871,774.9 30/04/2025 8th 1,871,774.9 30/05/2025 ______________ 9th ___________ 1,871,774.9 30/06/2025 10th _________ _ 1,871,774.9 ________ TOTAL ______________ ____________ 18,717,749 7 2.2 That, the parties further agree that the defendant is at liberty to accelerate repayment of the outstanding statutory contributions plus penalty should they wish to do so. Whereby, in that instance, the repayment schedule under paragraph 2.1 herein above will be adjusted accordingly. 2.3 That the parties further agree that the defendant shall pay the penalties amounting to TZS 6,462,857 (Tanzania Shillings Six Million Four Hundred Sixty-Two Thousand Eight Hundred Fifty-Seven only in two installments of TZS 3,231,428.5 (Tanzania Shillings Three Million Two Hundred Thirty-One Thousand Four Hundred Twenty- Eight and Five Cents only) from December 2024 to January 2025. ARTICLE III THE SETTLEMENT TO SERVE AS A DECREE OF THE COURT 3.1 That, this Deed of Settlement shall, upon being filed in Court, and upon payment of settlement sum as stipulated in clause 1.1 and in the modality described in the table and schedule of payment under Article II hereinabove as well as the fact that the defendant remains current in remittance of members' contributions, finally satisfies the 8 decree and shall have the same effect as an otherwise fully and finally satisfied decree of the Court. 3.2 That, this Deed of Settlement shall, upon being filed in Court, have the same effect as a decree duly made by the Court capable of being executed in the same manner as any other decree of the Court; that in the event of default of any term of this Deed of Settlement, then this Deed shall become enforceable as a decree of the Court and the usual default clause shall apply. ARTICLE IV THE DEFAULT That the consent judgment carries the usual default clause. ARTICLE V COST Save for the cost of the Court Broker which shall be borne by the defendant, all other costs and expenses incurred in connection with the suit and/or this Deed of Settlement including, but without limitation to attorneys, accountants, financial advisors, and Court fees and any other costs incurred by any of the parties herein shall be paid by the party incurring such expenses. 9 ARTICLE VI GOVERNING LAW AND JURISDICTION This Deed of Settlement shall be governed by, and construed in accordance with, the laws of Tanzania. Any dispute arising out of or in connection with, or concerning the carrying into effect of, this Deed shall be subjected to the exclusive jurisdiction of the Courts of the United Republic of Tanzania, and the Parties hereby submit to the exclusive jurisdiction of those Courts for these purposes. ARTICLE VII UNDERTAKINGS, REPRESENTATION AND WARRANTIES BY THE PARTIES The parties undertake, represent, and warrant to each other and acknowledge that they are relying on such undertakings, representation, and warranties in entering into this Deed of Settlement inter alia as follows: 7.1 That, the defendant undertakes to settle the outstanding statutory contributions to the tune of TZS 18,717,749/= (Tanzania Shillings Eighteen Million Seven Hundred Seventeen Thousand Seven 10 Hundred Forty-Nine only) as per agreed terms above without default at any time. 7.2 That, the defendant undertakes to be current in the remittance of members' contributions in respect of the defendant's employees who are the 2nd plaintiff's members without default at any time. 7.3 That the defendant undertakes to pay the penalties as per the agreed terms without default. 7.4 That the defendant has the authority and capacity to enter into this Deed of Settlement on its own behalf. 7.5 That the execution and performance of this Deed of Settlement does not and shall not result in a breach of any provision of the plaintiff's or the defendant's applicable laws, regulations, agreements, or obligations to which they are parties or by which they are bound. ARTICLE VIII MISCELLANEOUS PROVISIONS 8.1 That, the parties agree that the terms of this Deed of Settlement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors in title and representative and shall not be enforceable by or inure to the benefit of any third 11 party apart from the defendant's employees who are the members of the 2nd plaintiff. 8.2 That, no waiver of the breach of the terms of or any default under this Deed of settlement shall be deemed a waiver of any subsequent breach or default under this Deed of Settlement shall be deemed a waiver of any subsequent breach or default or in any way affect the other terms of this Deed of Settlement. 8.3 This Deed of settlement shall be effective on the date it shall be signed by both parties. 8.4 This Deed of settlement has been executed by the parties duly authorised to negotiate and execute the same. It is so ordered. Dated at Dar es Salaam on this 13th day of November 2024. A.A. Mbagwa JUDGE 13/11/2024 12