Tanzania Mortgage v BRELA extension of time

1

IN THE HIGH COURT OF THE UNITED REPUBLIC OF TANZANIA

COMMERCIAL DIVISION

AT DAR ES SALAAM MISC. COMMERCIAL CAUSE NO. 22075 OF 2024 [Arising from M isc. Com m ercial Cause No. 4458 of 2024 ] TANZANIA MORTGAGE REFINANCE CO. LTD………………………… APPLICANT

VERSUS REGISTRAR OF COMPANIES ………………………………………. 1ST RESPONDENT THE ATTORNEY GENERAL …………………………………………. 2ND RESPONDENT

RULING March 4th, 2025 Morris, J On May 17th, 2024, this Court granted Misc. Commercial Application No. 4458 of 2024 between the parties herein. Consequently, the primary relief sought therein was allowed. The granted relief was allowing the applicant to issue the designated shares to both the Government and the existing shareholders at the 10% discount rate of the current share value of Tshs 1,622 per each share. Nevertheless, the Court set the timeframe for 2 such exercise. That is, the applicant was sanctioned to complete the issuing of shares in not more than ninety (90) days effective from May 17th, 2024. It is apparent that the applicant was unable to meet the set deadline above. He has thus, lodged this application seeking for extension of time. According to the affidavit of Oscar Mgaya, the applicant’s chief executive officer; the applicant was prevented by several factors. Among them were: the Government had not finalised the purchase processes; other potential buyers of shares were awaiting requisite approvals from their respective boards; and some purchasers set a condition that they would buy the shares after the Government’s investment in the applicant’s portfolio herein. Hence, in the absence of such purchasers, the essence of the application was rendered obsolete. When that matter was tabled for hearing today, the applicant was represented by Ms. Monica Mushi,

learned Advocate. However, the respondents were under the representation of Ms. Grace Umoti, learned State Attorney. For the application the applicant’s counsel submitted that her client was seeking the extension of time because he was prevented by reasonable factors as deposed in the affidavit. It was her insistence that the 3 applicant’s potential investors through purchase of her shares including the Government and other financial institutions were prevented by compulsory approvals and logistical requisites. She thus, prayed for three (3) months’ extension. Nevertheless, the application was not opposed by the respondents howsoever. In fact, the respondents did not file any opposing affidavits and their legal representative firmly confirmed that the application was uncontested by the respondents. In allowing the previous application (Misc. Comm. Appl. No. 4458/2024) this Court based its decision on the legitimacy under section 60 (1) of the Com panies Act , Cap 212; and the permissive applicant’s Articles of Association. Indeed, the objective was to promote the applicant’s major objective of supporting banks through provision of long-term loans for ultimate lending services to mortgage borrowers. On the same latitudes, the Government together with several other stakeholders were recorded as willing, ready and able to purchase shares from the applicant at a discounted rate.

Further, the applicant had no objection towards such enhanced investment from the Government and other financial institutions. 4 Now that it is evident that the timeline set by the Court did not suffice for the issuing exercise, this application is merited. I allow it. Consequently, the applicant is given the additional time of ninety (90) days from the date of this ruling to complete the intended exercise. In other words, the exercise must be completed on or before June 4th, 2025. I grant no costs. It is so ordered. C.K.K. Morris Judge March 4th, 2025 5 Ruling delivered (online) this 4th day of March 2025 in the presence of Advocate Monica Mushi for the applicant and Ms. Grace Umoti, learned State Attorney for the respondents. C.K.K. Morris Judge March 4th, 2025