DABENGO ENTERPRISES LTD AND DABENGO ENTERPRISES LTD MISC

IN THE HIGH COURT OF THE UNITED REPUBLIC OF TANZANIA (COMMERCIAL DIVISION)

AT DAR ES SALAAM MISC. COMMERCIAL CAUSE NO. 7879 OF 2024 IN THE MATTER OF THE COMPANIES ACT 2002 (NO.12 OF 2002)

AND

IN THE MATTER OF THE PETITION FOR WINDING UP OF Between

DABENGO ENTERPRISES LIMITED BY JANESIANA GODFREY SWAI................................ PETITIONER AND DABENGO ENTERPRISES LIMITED.............................. RESPONDENT

RULING ON CONCESSION Date oflast Order: 30/05/2024 Date of Ruling: 30/05/2024 GONZI, J.; Reading through the Petition for winding up, the Petitioner is one of the only two shareholders and directors of the Respondent company. The other shareholder and director is Mr. Benson Owuor Simba. Each shareholder owns 250 shares in a company whose nominal share capital is TZS. 1,000,000/= divided into 1000 shares of TZS. 1000 each. In the petition, the petitioner 1 alleged that in the course of running the company's affairs, some serious misunderstandings have arisen between the two shareholders relating to the finances of the company such that: "there is no way the two can continue to run the company business and pay its liabilities. The petitioner is no longer interested to remain as a shareholder and director in the company, therefore the company's shareholders will fall below two". The Petitioner therefore petitioned the Court praying for orders that: a) That Dabengo Enterprises Limited be wound up by the Court under the provisions of the Companies Act, 2002. b) That the Court appoints Mr. Salim Bagachwa Rutasingwa Abubakar, advocate as Liquidator of the Company. c) Costs of the petition be provided for. d) Such other order as the Court thinks fit. The petition was filed in court on 15th April 2024. The Respondent was dully served with the petition, affidavit verifying the petition

and the 2 accompanying documents. The other shareholder Mr. Benson Owuor Simba lodged in Court Notice of intention to appear during the hearing of the petition as well as counter affidavit in opposition to winding up. It was his position that the company has now got three, and not two, shareholders. That one Abraham Wavii Ole Likinjiye subscribed to the company and took 300 shares and that the petitioner's shareholding was reduced to 200 shares only while the said Benson Owuori Simba's shares were increased to 1,100 shares. He alleged that these changes were brought by the amended memorandum and articles of association of the respondent company dated 24th June 2008 which are registered with the Registrar of Companies. On 30th May 2024 when the petition was called in Court Ms. Fauzia Kajoki learned advocate appeared for the Petitioner while Mr. Francis Stella learned advocate appeared for the Respondent. The learned counsel informed the court that their clients had reached an out of court settlement and that they had filed in court a deed of settlement by which they had compromised the petition and fully settled their dispute. They both prayers for the deed of settlement between the parties duly executed by them and filed in court on 22nd May 2024, to be adopted by the court to constitute a decree of the 3 Court in this matter. The terms of the deed of settlement as drafted by the Counsel are as follows: 1. The Petitioner shall be paid by the Respondent Company Tshs. 80,000,000/= (say Eighty Million Tanzanian Shillings) only.

2. That the said Tshs. 80,000,000/= (say Eighty Million Tanzanian Shillings) only shall be deposited in the Petitioner's bank account No.20310098121, NMB Bank Ilala Branch Dar es Salaam immediately upon signing this settlement deed.

3. That the Petitioner shall continue to have ownership of semi-finished house located at Kivule Ilala District Dar es Salaam and shall at her cost complete its construction to its finality. That the petitioner shall also take house furniture situated in a rented house at Kitunda Ilala District Dar es Salaam. 4 4. That the petitioner shall transfer her shares to Benson Owuor Simba and cease to be a shareholder and company director to the company immediately upon this deed of filed in Court and matter marked settled.

5. That upon this settlement deed being signed by the parties and their respective advocates, shall be filed in court to form a Court's decree.

6. That upon filing this deed in Court, the matter shall be marked settled and there will be no further claims against each other on the same cause of action.

7. That each party shall bear his/her own costs. Upon the court ascertaining the correctness of the deed of settlement in the court records and the learned counsel for parties confirming its authenticity, this Court does hereby enter Ruling on concession and Drawn order in terms of the Settlement Deed filed in court on 22nd May 2024 and proceed to order that: 5 a) . The Respondent Company shall pay the Petitioner Tshs. 80,000,000/= (say Eighty Million Tanzanian Shillings) only. b) . That the said Tshs. 80,000,000/= (say Eighty Million Tanzanian Shillings) only shall be deposited by the Respondent in the Petitioner's bank account No.20310098121, NMB Bank Ilala Branch Dar es Salaam immediately upon signing the settlement deed. c) . That the Petitioner shall continue to have ownership of semi-finished house located at Kivule Ilala District, Dar es Salaam and may at her own expenses complete its construction. That the petitioner shall also be entitled to take household furniture situated in a rented house at Kitunda, Ilala District, Dar es Salaam.

4. That it is hereby declared that from the moment the parties' settlement deed was filed in court 6 and the matter was marked settled, the petitioner thereby ceased to be a shareholder and director in the respondent company and that the Petitioner shall immediately transfer all her shares in the respondent company to Benson Owuor Simba in consideration of what was agreed under clauses 1, 2 and 3 of the settlement deed filed in court on 22nd May 2024. e). The matters in controversy in Misc. Commercial Cause No.7879/2024 are hereby marked settled and there shall be no further claims between the parties herein as against each other on the same cause of action. f). Parties shall bear their own costs. It is so ordered. A. H. GON

JUDGE 30/05/2024 7 Ruling on concession is delivered in Court this 30th day of May 2024 in the presence of Fauzia Kajoki learned advocate for the petitioner and Mr. Francis Stella learned advocate for the Respondent. 8