19920903 TZHC Dar es Salaam

19920903 TZHC Dar es Salaam

The correct amount secured by the debenture was US $904,000 (or equivalent in other convertible currencies) as per the loan agreement and debenture, not TShs.16,626,500/=. The misstatement in the register and certificate was inadvertent and for stamp duty purposes only. It is just and equitable to rectify the register and certificate to reflect the correct amount. The discharge based on the mistaken amount is void. The application is granted and the Registrar is ordered to rectify the records accordingly.

Citation
19920903 TZHC Dar es Salaam
Parties
Applicant: Tanzania Development Finance Co. Ltd.; First Respondent: Calico Textile Industries Ltd.; Second Respondent: The Registrar of Companies
Court
TZHC
Jurisdiction
Tanzania
Judgment Date
3 September 1992
Procedural Posture
Miscellaneous Civil Cause / Ruling on Application for Rectification of Register of Charges
Outcome
Application granted
Legal Topics
Rectification of Register of Charges, Foreign Currency Loans, Company Debentures, Mistake in Registration, Satisfaction of Charge
Source Language
English
Company Law Banking and Finance Rectification of Register of Charges Foreign Currency Loans Company Debentures Mistake in Registration Satisfaction of Charge

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Parties

Tanzania Development Finance Co. Ltd.

Applicant

Calico Textile Industries Ltd.

First Respondent

The Registrar of Companies

Second Respondent

Procedural Posture

Miscellaneous Civil Cause / Ruling on Application for Rectification of Register of Charges

Legal Issues

  1. 1 Whether the particulars of a charge registered under the Companies Ordinance can be rectified to reflect the amount secured in foreign currency rather than Tanzanian shillings.
  2. 2 Whether the misstatement of the sum secured in the register of charges and certificate of registration was due to inadvertence or other sufficient cause.
  3. 3 Whether the discharge of the charge was valid given the alleged misstatement.

Ratio Decidendi

The correct amount secured by the debenture was US $904,000 (or equivalent in other convertible currencies) as per the loan agreement and debenture, not TShs.16,626,500/=. The misstatement in the register and certificate was inadvertent and for stamp duty purposes only. It is just and equitable to rectify the register and certificate to reflect the correct amount. The discharge based on the mistaken amount is void. The application is granted and the Registrar is ordered to rectify the records accordingly.

Court Disposition

Application granted

Orders

  • The Registrar of Companies is ordered within fourteen (14) days to rectify Forms No. 9 and C2 (and his register of charges) to show that the amount secured by the debenture is US $904,000 (or its equivalent in other convertible currency) by way of a foreign loan, or simply US $904,000 without reference to...
  • The first respondent is ordered to rectify its register of charges in relation to this loan to show that the debenture is security for US $904,000 only, as stated in the debenture itself.