Author: FAUSTINE KAPAMA
AfricaPress-Tanzania: FOURTEEN founders and legal owners of Dimba Newspaper Limited, a Dar es Salaam based newspaper publishing company, have sued the current shareholders and the Registrar of Companies for alleged illegal, unlawful and unfounded transfer of shares of the company.
The 14 are Salvatory Rweyemamu, Jenerali Ulimwengu, Johson Mbwambo, Shaban Kanuwa, John Bwire, Baby Shoo, Ramadhani Kanuwa, Dr Gideon Shoo, Josephine Ulimwengu, J. Mbwambo and Francis Chirwa, who are plaintiffs in the matter.
Others are Dr Gideon Shoo as Administrator of estates of the late Pierre Mutambuka, Dr Gideo Shoo, as Administrator of estates of the late John Rutayisingwa and Salvatory Rweyemamu as Administrator of estates of the late Brian Rweyemamu.
They are suing, as defendants, the current shareholders, Isenegeja Limited, Hassan Haydar Omar, Gulam Chakaa as well as Commercial Bank of Africa (Tanzania), Dimba Newspaper Limited and the Registrar of Companies.
The suit came for mention before Judge Augustine Rwizile in Dar es Salaam on Thursday.
The parties conducted the First Pre-Trial Conference (PTC), with a view of indicating the number of witnesses to be called, the time frame within which the suit should be disposed of, and willingness to settle the matter by way of mediation.
Judge Rwizile directed the parties to appear before the Mediator Judge on July 29, 2020 in an attempt to settle the dispute in question before resorting to determination of the same through production of evidence.
He gave the parties 30 days within which to settle the matter amicably.
Through Advocate Mashaka Ngole, the plaintiffs are requesting the court to declare the transfer of their shares in Dimba Company to Isenegeja Limited, Hassan Haydar Omar and Gulam Chakaa by the Registrar of Companies as illegal, unfounded and in-effectual as they were never paid for.
They are seeking for declaration that a direct mortgage created on Plot No.5, Block C in favour of the Bank by the current shareholders purportedly created by Dimba Company is illegal, unfounded and in effectual as the beneficiaries of the facility are not legal Company owners of its assets, including the Sinza plot.
The plaintiffs are also demanding for vacant possession of the suit property, payments of general damages to be assessed by the court and another 30m/-as punitive damages, plus costs of the suit and any other relief as the court may find appropriate.
The Mortgage, initially worth two billion two hundred and sixty million Tanzanian shillings, was later enhanced by more than hundred per cent, and was created to facilitate Habari Corporation’s operational activities without the consent of the legal owners of the plot.
The plaintiffs, who incorporated Dimba Newspaper Limited with BRELA in 1993, are raising 25 points in legal argument and are asking the Court to institute punitive damages against the defendants for allegedly unlawfully benefitting from illegal ownership of the Company for the last 14 consecutive years.
It is alleged that negotiations for the sale of shares between the founders and legal owners of Habari Corporation Limited, the sister company of Dimba Newspaper Limited and a strategic investor, Rostam Aziz, a renowned businessman, were initiated and partially concluded in 2006.
Such negotiations did not, however, include the sale of shares in Dimba Newspaper Limited, which was a separate company from Habari Corporation. The two were only sister companies without one owning the other.
The plaintiffs alleged that the transfer of their shares in Dimba Company was done without the Tanzania Revenue Authority (TRA), being involved, paying gain taxes and their endorsement to the transfer instrument for the said share transfers.
Isenegeja Limited, Hassan Haydar Omar and Gulam Chakaa are allegedly occupying the plot in question illegally for years now.
The plaintiffs claim that the acts of the defendants have prevented them from enjoying fruits of their shares and the landed property.
It is stated in the plaint of the suit that the plaintiffs were shareholders of Dimba Company which was incorporated by the Registrar of Companies, the Business Registration and Licensing Agency (BRELA) in 1993.
On incorporation, Salvatory, Jenerali, Johnson, Dr Gideon, Shaban and John were sole directors. Having been incorporated, Dimba Company was registered at Department of Information Services, commonly known as Maelezo for publishing weekly sports newspaper branded as Dimba and obtained a license to that effect.
In execution of its operations, Dimba Company was publishing and selling over 50,000 newspapers weekly and earning approximately 10m/-per week. Among the properties of the Company was Plot No. 5, Block C at Sinza.
However, it came to the knowledge of the plaintiffs in 2019 via different sources, including search reports provided by the Registrar of Companies on April 11, 2019 that their shares in Dimba Company were purportedly transferred to Isenegeja Limited, Hassan Haydar Omar and Gulam Chakaa.
The plaintiffs came to the knowledge further that while acting under the Registrar’s in correct information based on illegal, unfounded and in effectual transfer of the shares, the Bank created a mortgage on the plot in favour of Dimba Company worth 2, 260,000,000/-.
It is stated that the plaintiffs notified the Bank that the purported transfer of the shares to the said defendants was done without their knowledge and their involvement in anyway, including endorsing the transfer documents and approval, the instruments which were illegally executed.
