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Tanzania decisions
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The 1st respondent's exclusion of the petitioners from management, failure to convene meetings, lack of transparency, and unilateral dealings with company assets constituted unfair prejudice to the petitioners' interests as minority shareholders under section 233 of the Companies Act. The petitioners proved their case on the balance of probabilities.
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Declaration of Trust is illegal, null and void as it contravenes Articles of Association, Tanzanian company and land laws, and was executed in conflict of interest; all changes in company structure based on Declaration of Trust are irregular and must be expunged; company secretary breached trust and must convene meetings; Petitioners entitled to reliefs sought.
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The respondents' conduct in managing the affairs of the 2nd respondent company, including failure to hold meetings, unauthorized appointment of directors and secretary, and acts done without board resolutions, was in contravention of the company's MEMART and the Companies Act, and was unfairly prejudicial to the petitioners. There was no evidence of proper procedure for forfeiture or transfer of shares, nor evidence of a call on shares. The petitioners' membership could not be lawfully stripped, and the respondents' actions amounted to unfair prejudice.
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The respondents' failure to file a verifying affidavit to their answer rendered their factual allegations inadmissible, leaving the petitioners' verified allegations unopposed. The 2nd and 3rd respondents, as resident directors, failed to hold statutory meetings, withheld financial information, and did not comply with statutory requirements, amounting to conduct that was unfairly prejudicial to the petitioners' interests as members under section 233 of the Companies Act. The petition was thus meritorious and appropriate remedies were granted.
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The Petitioners remain lawful members and directors of the 2nd Respondent as the purported transfer of shares and resignation were invalid for non-compliance with the company's MEMARTS, lack of proper board resolutions, and evidence of undue influence. The 1st Respondent's conduct in excluding Petitioners from management, misappropriating funds, and operating company accounts without board authorization was unfairly prejudicial to the Petitioners and the company. Reliefs are granted to restore proper corporate governance and protect the Petitioners' rights.
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The refusal by the directors of the 5th respondent to remove the petitioner's name and credentials from the company register and regulatory records after termination of employment, despite formal demand and in contravention of the articles of association, constitutes unfair prejudice under Section 233 of the Companies Act. The petitioner is entitled to reliefs including removal from records, appointment of an auditor for valuation, and payment for his shares at fair value.
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The petitioners and supporters, as majority shareholders and directors, had effective control of the company and access to internal remedies under the articles of association and the Companies Act. They failed to utilize these remedies and instead sought a winding up order on just and equitable grounds for issues arising from their own management. The court held that winding up is a remedy of last resort, only available when no alternative exists or when alternative remedies have failed. As the petitioners had not exhausted available remedies and were responsible for the alleged mismanagement…
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Commercial dispute over company control, shareholder status, remuneration, goodwill, and alleged misuse of company funds. The court granted broad relief for the plaintiff.
High Court derivative action over alleged breach of a joint venture and share purchase agreement, unlawful name change, and management misconduct.
The acts of the 1st and 2nd Respondents in executing the Deed of Settlement and related decisions without involving the Petitioner, a director and shareholder, were fraudulent and unfairly prejudicial. The Deed was executed by a person not lawfully appointed as company secretary, included property not owned by the company, and lacked proper authorization. These acts breached the Petitioner's rights and the company's Articles of Association, rendering the Deed, decree, and related acts null and void.
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