new arusha hotel limited vs the registrar of companies and 69 others 2020 tzhc 4631 24 december 2020

new arusha hotel limited vs the registrar of companies and 69 others 2020 tzhc 4631 24 december 2020

The court held that, although Tanzanian law is silent on the remedy for untraceable shareholders with paid up shares, a compulsory sale of such shares may be ordered under strict court supervision and procedural safeguards to protect all interests. The court rejected the proposal to make the Administrator General a shareholder in a private company, as it would undermine the private nature of the company. Instead, the court ordered that the sale proceeds be held for the benefit of untraceable shareholders for 12 years, after which unclaimed assets would be transferred to the government. The application was granted subject to detailed conditions for notice, publication, valuation, auction,...

Citation
new arusha hotel limited vs the registrar of companies and 69 others 2020 tzhc 4631 24 december 2020
Parties
Applicant: New Arusha Hotel Limited; 1st Respondent: The Registrar of Companies; 2nd Respondent: Estate of V. D Fitz Gerald; 3rd Respondent: Estate of F. A. Green; 4th Respondent: Francis Drumond & Co. Limited; 5th Respondent: Charles Mamt; 6th Respondent: Charles Normore; 7th Respondent: S. Shamshudin; 8th Respondent: Changanbhai N. Patel; 9th Respondent: Nargorind P. Rupani; 10th Respondent: Standard Bank Nominees (EA) Limited; 11th Respondent: Premchan S. Shah; 12th Respondent: Juthalal S. Shah; 13th Respondent: Ranchodbhai H. Patel; 14th Respondent: S.R Varma; 15th Respondent: J. Stephenson; 16th Respondent: May William Allan; 17th Respondent: R. Benbow; 18th Respondent: Mrs. D. Laura Benbow; 19th Respondent: The Estate of V. K. H. Channer; 20th Respondent: Jane Auld Gray; 21st Respondent: Estate of Gwandoline Jane Hunter; 22nd Respondent: Edmondson Jarman; 23rd Respondent: D. N. Jarman; 24th Respondent: Mr. M. Letham; 25th Respondent: Manik R. Madon; 26th Respondent: William Coweni; 27th Respondent: Shah Veu Deushi; 28th Respondent: J. M. Southon; 29th Respondent: H. W. Hartley; 30th Respondent: P. J. Gill; 31st Respondent: Travis East Africa Limited; 32nd Respondent: M.P.L Diggens; 33rd Respondent: Keshaul K. Shah; 34th Respondent: Estate of N.S. Burnell; 35th Respondent: Allan A. Diggens; 36th Respondent: Andrew Vicent Gill; 37th Respondent: Mrs Doris Staone; 38th Respondent: Prabhulal S. Shah; 40th Respondent: A.M. Ryan; 41st Respondent: George K. Ryan; 42nd Respondent: James S.K. Robertson; 43rd Respondent: Anne M. Boyle; 44th Respondent: John Dickson Evans; 45th Respondent: Mrs. I. A. Massada; 46th Respondent: Christ Church Arusha; 47th Respondent: A.J. Oliver; 48th Respondent: Selian Cofee Estate; 49th Respondent: Mrs. S. I. Etherington; 50th Respondent: H. Ebrahimjee; 51st Respondent: Bianca Limited; 52nd Respondent: Ujagar Sign Kalsi; 53rd Respondent: Estate of V.D. Fitz Gerald; 54th Respondent: Estate of F.A. Green; 55th Respondent: Charles Mamt; 56th Respondent: Charitable Trust; 57th Respondent: Natoo Mepa; 58th Respondent: Premchand I. Shah; 59th Respondent: Mrs E. M. Dunstan Adam; 60th Respondent: Kenya Commercial Bank Nominees Limited; 61st Respondent: Datoo Investment Limited; 62nd Respondent: Barcklays (K) Nominees Limited; 63rd Respondent: Adamjee Shafir A. K.; 64th Respondent: Mr. M. Hamphreys; 65th Respondent: Fredruck L. Diggens; 66th Respondent: Estate of N.A. Rownsend; 67th Respondent: William N. Dolton; 68th Respondent: H.O. S. Hawkins; 69th Respondent: H.H. Windsore Aubrey; 70th Respondent: Estate of the late W.D. Scott
Court
TZHC
Jurisdiction
Tanzania
Judgment Date
24 December 2020
Procedural Posture
Miscellaneous Civil Application / Ruling
Outcome
Application granted with conditions
Legal Topics
Untraceable Shareholders, Compulsory Share Sale, Company Registry Compliance, Trusts for Untraceable Shareholders, Court Supervision of Share Sale
Source Language
English
Company Law Civil Procedure Untraceable Shareholders Compulsory Share Sale Company Registry Compliance Trusts for Untraceable Shareholders Court Supervision of Share Sale

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Parties

New Arusha Hotel Limited

Applicant

The Registrar of Companies

1st Respondent

Estate of V. D Fitz Gerald

2nd Respondent

Estate of F. A. Green

3rd Respondent

Francis Drumond & Co. Limited

4th Respondent

Charles Mamt

5th Respondent

Charles Normore

6th Respondent

S. Shamshudin

7th Respondent

Changanbhai N. Patel

8th Respondent

Nargorind P. Rupani

9th Respondent

Standard Bank Nominees (EA) Limited

10th Respondent

Premchan S. Shah

11th Respondent

Juthalal S. Shah

12th Respondent

Ranchodbhai H. Patel

13th Respondent

S.R Varma

14th Respondent

J. Stephenson

15th Respondent

May William Allan

16th Respondent

R. Benbow

17th Respondent

Mrs. D. Laura Benbow

18th Respondent

The Estate of V. K. H. Channer

19th Respondent

Jane Auld Gray

20th Respondent

Estate of Gwandoline Jane Hunter

21st Respondent

Edmondson Jarman

22nd Respondent

D. N. Jarman

23rd Respondent

Mr. M. Letham

24th Respondent

Manik R. Madon

25th Respondent

William Coweni

26th Respondent

Shah Veu Deushi

27th Respondent

J. M. Southon

28th Respondent

H. W. Hartley

29th Respondent

P. J. Gill

30th Respondent

Travis East Africa Limited

31st Respondent

M.P.L Diggens

32nd Respondent

Keshaul K. Shah

33rd Respondent

Estate of N.S. Burnell

34th Respondent

Allan A. Diggens

35th Respondent

Andrew Vicent Gill

36th Respondent

Mrs Doris Staone

37th Respondent

Prabhulal S. Shah

38th Respondent

A.M. Ryan

40th Respondent

George K. Ryan

41st Respondent

James S.K. Robertson

42nd Respondent

Anne M. Boyle

43rd Respondent

John Dickson Evans

44th Respondent

Mrs. I. A. Massada

45th Respondent

Christ Church Arusha

46th Respondent

A.J. Oliver

47th Respondent

Selian Cofee Estate

48th Respondent

Mrs. S. I. Etherington

49th Respondent

H. Ebrahimjee

50th Respondent

Bianca Limited

51st Respondent

Ujagar Sign Kalsi

52nd Respondent

Estate of V.D. Fitz Gerald

53rd Respondent

Estate of F.A. Green

54th Respondent

Charles Mamt

55th Respondent

Charitable Trust

56th Respondent

Natoo Mepa

57th Respondent

Premchand I. Shah

58th Respondent

Mrs E. M. Dunstan Adam

59th Respondent

Kenya Commercial Bank Nominees Limited

60th Respondent

Datoo Investment Limited

61st Respondent

Barcklays (K) Nominees Limited

62nd Respondent

Adamjee Shafir A. K.

63rd Respondent

Mr. M. Hamphreys

64th Respondent

Fredruck L. Diggens

65th Respondent

Estate of N.A. Rownsend

66th Respondent

William N. Dolton

67th Respondent

H.O. S. Hawkins

68th Respondent

H.H. Windsore Aubrey

69th Respondent

Estate of the late W.D. Scott

70th Respondent

Procedural Posture

Miscellaneous Civil Application / Ruling

Legal Issues

  1. 1 Whether shares of untraceable shareholders with paid up shares can be compulsorily sold by court order
  2. 2 How to comply with BRELA's electronic registration requirements when shareholders are untraceable
  3. 3 Whether a trust arrangement or compulsory sale is appropriate for untraceable shareholders

Ratio Decidendi

The court held that, although Tanzanian law is silent on the remedy for untraceable shareholders with paid up shares, a compulsory sale of such shares may be ordered under strict court supervision and procedural safeguards to protect all interests. The court rejected the proposal to make the Administrator General a shareholder in a private company, as it would undermine the private nature of the company. Instead, the court ordered that the sale proceeds be held for the benefit of untraceable shareholders for 12 years, after which unclaimed assets would be transferred to the government. The application was granted subject to detailed conditions for notice, publication, valuation, auction,...

Court Disposition

Application granted with conditions

Orders

  • Compulsory sale of shares of untraceable shareholders permitted under strict court supervision and procedural safeguards (conditions g to p in ruling)
  • Proceeds of sale to be held for 12 years for benefit of untraceable shareholders, then transferred to government if unclaimed