MCA OF 2024 ECONET MEDIA T VS VIASAT I LTD

THE HIGH COURT OF TANZANIA (DAR ES SALAAM SUB-REGISTRY) AT DAR ES SALAAM MISCELLANEOUS CIVIL APPLICATION NO. 7934 OF 2024 IN THE MATTER OF THE COMPANIES ACT, 2002 AND IN THE MATTER OF WINDING- UP PETITION ECONET MEDIA LIMITED ……………………………………….…….…. PETITIONER VERSUS VIASAT 1 TANZANIA LIMITED…………………………………………..RESPONDENT RULING 11th December, 2024 & 31ST January, 2025 BWEGOGE, J.: The petitioner named above instituted a petition herein praying for grant of a winding-up order against the respondent herein. The petition is brought under section 281 of the Companies Act [Cap.12 R.E. 2002] and supported by the affidavit of one, Patrick Ng Tseung, the appointed liquidator of the petitioner. 1 The pleadings instituted herein entail that the petitioner herein is a private limited company incorporated under the laws of Mauritius with registration No. C. 126321. The principal business activities of the petitioner were investment holdings and media content procurement. The deed of company arrangement expired on 30th November, 2023. Hence, the deed administrator proposed to terminate the deed of company arrangement and proceed winding up of the company. Consequent to the above, on 30 th November, 2023, creditors winding resolution was passed placing the company (petitioner) in liquidation. And, by resolution, the company’s creditors appointed the deponent herein (Patrick Ng Tseung) as liquidator with authority to terminate the deed of the company arrangement of the petitioner and proceed with the winding up (de-registration) of the company in Mauritius. The minutes of the creditors meeting, public notice in the national gazette and statutory notice pertaining to the deponent’s appointment form part of the annextures to the pleadings filed hereto. Further, the pleadings filed hereto entail that the respondent is a limited liability company by shares incorporated under the Companies Act with certificate of incorporation vide No.78404, licensed to do business in Tanzania related to media, communication, radio programmes and 2 establishment of television networks; and to carry on all business related thereto. Allegedly, the Company has at present failed to settle her debt to the tune of USD 66,567.47 with the petitioner and unable to operate. Thus, as part of execution of his duties, the appointed liquidator of the petitioner (Patrick Ng Tseung) was obliged to pursue the respondent’s debt as the same remains unpaid to date. Hence, this petition. The petitioner herein was represented by Messrs Kelvin Kidifu and Erick Mark, learned advocates. An attempt to procure the attendance of the respondent proved futile; hence, the application was heard exparte. During the hearing, Mr. Kidifu submitted that consequent to the unanimous creditor’s resolution of the petitioner to terminate the deed of the company arrangement of the petitioner and proceed with the winding up (de- registration) of the company, the petitioner herein is petitioning for winding up of the respondent’s company for reason of her indebtedness to the petitioner. And in tandem with commencement of the insolvency proceedings herein, attempts to serve the respondent (Viasat 1 Tanzania Ltd) were made; however, the effort ended in futile as the same was not located. The counsel enlightened this court that respondent’s country director namely, Gideon Kaunda was found after an official search with 3 BRELA but he informed the process server that the company has ceased operations and he has no more affiliation with the company at present. Thus, the counsel suggested that the respondent’s company is no longer operating. Further, the counsel submitted that the notice of institution of this petition was published in the National Gazette on of 22nd November, 2024 and in the Daily News and Mwananchi newspapers of 18th September, 2024 pursuant to rules 96 and 99 of the Companies (Insolvency) Rules [G.N. 43 of 2005]; That despite the proceedings herein being advertised in the Government Gazette and newspapers, no objection proceedings have been filed against this petition. In substantiating this petition, the counsel submitted that the respondent [Viasat 1 Tanzania Limited] is indebted to the petitioner to the tune of USD 66,567.47 of which was the fund injected by the petitioner herein to fund operational costs in consideration for the anticipated share-holding arrangement between the duo which was never realized. That as the respondent herein still owes the petitioner, and the respective company is unable to settle its debts; the petition herein for a winding-up order has been 4 commenced according to the law. The counsel summed up his submission in that, having complied with all the legal procedures thereof; and in absence of the objection proceedings pending in this court against this petition, this court be pleased to enter orders thus: 1. That VIASAT 1 TANZANIA LIMITED be wound up pursuant to section 281 of the Companies Act [Cap. 212]. 2. The proposed person one MARTHA KAVENI RENJU, a practicing advocate and qualified person to oversee the insolvency of the company, be approved as liquidator. 3. And any other orders this court deems fit and just to grant. This court, by virtue of the provisions of section 279(1) (a) & (d) of the Companies Act, is enjoined with power to issue an order for the winding up of a company based on the company's inability to pay the debts, among others. 5 It was brought to the attention of this court that, following the review of the records of the petitioner, the liquidator of the petitioner discovered that the respondent herein [Viasat 1 Tanzania Limited] is indebted to the petitioner to the tune of USD 66,567.47. The fund was injected by the petitioner herein to fund operational costs in consideration for the anticipated share-holding arrangement between the duo which has never been realized. To date, the respondent still owes the petitioner, and the respective company is unable to settle its debts. Thus, by virture his power to terminate the deed of the company arrangement and proceed with the winding up (de-registration) of the petitioner, the liquidator was constrained to pursue the respondent’s debt by instituting this petition as part of the execution of his duties for the interest of the petitioner. Upon scrutiny of the pleadings filed herein and annextures thereof, I am satisfied that it has been demonstrated that the respondent herein is indebted to the petitioner; and the same is not only incapable of repaying her debt but also it has ceased to operate. Likewise, this court is satisfied that the winding up proceedings herein have been advertised in the Government Gazette and the local newspapers (The Guardian and Mwananchi newspapers) in compliance with rule 99 and 102 of the 6 Companies (Insolvency) Rules [G.N. 43 of 2005] and no objection proceedings have been instituted in court. In view of the foregoing, I am constrained to grant the application herein, as I hereby do. I further make the following orders: - 1. The respondent herein, VIASAT 1 TANZANIA LIMITED with certificate of incorporation vide No.78404, is hereby wound up under section 279(1)(d) and (e) of the Companies Act. 2. The officer Liquidator namely, MARTHA KAVENI RENJU, for the period of three months, subject to the control of this court, is obliged to exercise his powers vested to him by the law for the effective winding up of the respondent herein. 3. The official liquidator, upon discharging his legal duty, shall cause and file in court a report of her accounts for her release in accordance with the law. So ordered. DATED at DAR ES SALAAM this 31st January, 2025 O. F. BWEGOGE JUDGE 7 8