tanport company limited vs registrar of companies 2003 tzhc 76 26 may 2003

IN THE HIGH COURT OF TANZANIA (DAR ES SALAAM DISTRICT REGISTRY) AT DAR ES SALAAM MISC. CIVIL CAUSE NO. 119 OF 2003 IN THE MATTER OF A PETITION FOR ALTERATION OF THE OBJECTS OF TANPORT COMPANY LIMITED BY TANPORT COMPANY LIMITED AND IN THE MATTER OF S.7(l) OF THE COMPANIES ORDINANCE CAP.212 BETWEEN TANPORT COMPANY L IM IT E D ................. PETITIONER VERSUS THE REGISTRAR OF C O M PA N IES......................RESPONDENT RULING SHANGWA, J.: The Petitioner TANPORT COMPANY LTD. which was incorporated on the 5th day of January, 1999 under the Companies Ordinance Cap.212 is seeking for confirmation of the alteration of its objects found in clause 3 of its Memorandum of Association. This petition was drawn and filed by F.K. Law Chamber Advocates, Samora Avenue, Dar es Salaam. It was presented by Dr. Mapunda, Advocate. 1 Confirmation of the alteration o f the objects of this Company is sought under S.7(2) of the Companies Ordinance Cap.212, following a special meeting of over 70% of its shareholders which was held on the 14th August, 2002 and passed resolutions under S.7(1) of the said Ordinance with the effect of altering its objects. The aim o f the special meeting of its shareholders expressed in their resolutions is to turn it into a Public Limited Liability Company by altering its Memorandum of Association so that: (1) The name of the Company is changed to read as TANPORT PUBLIC LIMITED COMPANY INSTEAD OF TANPORT COMPANY LIMITED. (2) The objects in clause 3 are altered and renumbered. (3) Its nominal share capital is increased as per S.51(l)(a) of Cap.212. At paragraph 8 of its petition, it is stated among other things that the said alterations will not prejudice its creditors. Needless to mention, Miss Rehema Kitambi for the Registrar of Companies had no objection to the confirmation of the alterations of this company’s objects. I have no reason to doubt that before making the alterations sufficient notice was given to every holder of debentures of the Company and to all interested persons and that there is no objection from any of its creditors to the alterations made. 2 Also, I have no reason to doubt that the alterations made are in the common interests of all its members and do not prejudice the rights of any of them. As such, I hereby confirm the alterations of the objects of the petitioner with effect from today. Delivered in Court this 26th day of May, 2003. T? A. SHANGWA JUDGE 26/5/2003