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Sima Beach Ltd.
5°50'39.41"S
38°49'23.44"E
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THE COMPANIES ACT 2002
(LAWS OF TANZANIA)
-----------------------------------------
COMPANY LIMITED BY SHARES
-----------------------------------------
MEMORANDUM OF ASSOCIATION
OF
SIMA BEACH LIMITED
1. The name of the Company is SIMA BEACH LIMITED
2. The registered office of the Company will be situated in the
Republic of Tanzania.
3. The objects for which the Company is established are:
(a) To purchase any movable or immovable property including
industrial, commercial, residential, or farm lands, plots,
buildings, houses, apartments, flats or areas within or outside the
limits of Municipal Corporation or other local bodies, to divide the
same into suitable plots, and to rent or sell the plots for building
or constructing hotels, resorts, camp sites, residential houses,
bungalows, business premises, and colonies and rent or sell the same
and realize cost in lump sum or easy installments or by hire
purchase system and otherwise.
(b) To purchase, sell and otherwise to carry on the business such as
builders, contractors, architects, engineers, estate agents,
decorators and surveyors.
(c) To purchase for resale and to trade in land and house and other
immoveable property of any tenure and any interest therein, and to
create, sell and deal in freehold and leasehold ground rents, and to
deal in trade by way of sale, or otherwise with land and house
property and any other immovable property whether real or personal.
(d) To encourage and provide the business as package tour operators,
daily passenger service operators, tour operators, travel agents,
ship booking agents, railway ticket booking agents, airlines ticket
booking agents, carrier service agents, courier service agents.
(e) To carry on the business as tourist agents and contractors and
to facilitate traveling and to provide for tourists and travelers,
the provision of convenience of all kinds in the way of through
tickets, sleeper cars, or berths, reserved places, hotel, motel and
lodging, accommodation guidance, safe deposits, enquiry bureaus,
libraries, reading rooms, baggage transport and other allied
services.
(a) To acquire and take over any business or undertaking carried on,
upon, or in connection with, any land or building, which the Company
may acquire or become interested in, and the whole or any of the
assets and liabilities of such business or undertaking, and to carry
on the same, or to dispose of, remove, or put an end thereto, or
otherwise deal with the same as may seem expedient to the Directors
of the Company.
(b) To apply for, secure, acquire by grant, legislative enactment,
assignment, transfer, purchase or otherwise and to exercise, carry
out and enjoy any charter, licence, power, authority, franchise,
concession, right, privilege which any government or authority,
supreme, municipal, local or otherwise, or any corporation or public
body may be empowered to issue, confer or make and to pay for, aid
in and contribute towards carrying the same into effect and to
appropriate any of the Company’s assets, shares, stock, debentures
or other securities to defray the necessary costs and expenses
thereof.
(c) To acquire the goodwill or shares of any business or company
carrying on any trade or business within the objects of the Company
and any lands, privileges, contracts, property or effects, held or
used in connection therewith and upon such purchase to undertake the
liabilities of such business or company.
(d) To undertake, conduct, acquire and carry on or out work of all
kinds relating to any business of the Company.
(e) To invest the moneys of the Company not immediately required in
such manner as may from time to time be determined by the Directors
of the Company.
(f) To apply for and acquire privileges, licenses, concessions,
secret processes and the like which the Directors of the Company may
deem to be advantageous for the business of the Company.
(g) To take part in the formation, management, supervision or
control of the business or operations of any company, firm or other
unincorporated body and for that purpose to act as directors,
administrators, managers, accountants or other experts or agents.
(h) To vest any movable or immovable property, rights or interests
acquired by or belonging to the Company in any person or company on
behalf of or for the benefit of the Company, and with or without any
declared trust in favor of the Company.
(i) To sell or dispose the undertaking, assets or property of the
Company or any part thereof for such consideration as the Company
may think fit, and in particular for the shares, debentures or
securities of any company purchasing the same.
(j) To acquire and deal with the business, property and liabilities
of any company, firm or persons carrying on any business within the
objects of the Company.
(k) To acquire and deal with and in plant and machinery, patents,
patent rights, inventions, copyrights, designs, trademarks or secret
processes and other intellectual property rights and to sell, let,
dispose or grant rights and licenses over the same.
(l) To acquire and deal with the shares, stock and securities in or
of any company or undertaking the acquisition of which may promote
or advantage the interests of the Company.
(m) To pay all costs, charges and expenses incurred or sustained in
or about the promotion and establishment of the Company or which the
Company may consider to be preliminary expenses.
(n) To draw, accept and negotiate bills of exchange, promissory
notes and other negotiable and mercantile instruments for the
purpose of the Company's business.
(o) To borrow or raise money whether or not for the purposes of the
Company (including by way of hire purchase, conditional sale, credit
sale or any other such methods of financing) from banking and
financial institutions or other money lending institutions or by
other lawful means including by the issue of debentures, debenture
stock (perpetual or terminable) or bonds and to secure or discharge
any debt, liability or obligation of or binding on the Company
whether by way of guarantee or indemnity or otherwise (including,
without limitation, pursuant to the borrowing or raising of money)
by the giving of mortgages, charges or other security founded, or
based upon all or any of the property and rights of the Company,
including its uncalled capital or without any such security and upon
such terms as to priority or otherwise as the Company shall think
fit.
(p) To lend and advance money or give credit to any person or
company on such terms as may seem expedient to the Directors of the
Company and in particular to a customer or person or firm or company
or other body corporate or unincorporated having dealings with the
Company.
(q) To guarantee or otherwise support or secure, either with or
without the Company receiving any consideration or advantage and
whether by personal covenant or by mortgaging or charging all or
part of the undertaking, property, assets, rights and revenues
present and future and uncalled capital of the Company or by both
such methods or by such other means whatsoever, the liabilities and
obligations of and the payment of any moneys whatsoever (including
but not limited to principal, interest and other liabilities of any
borrowings or acceptance credits and capital, premiums, dividends,
costs and expenses or any stocks, shares or securities) by any
person, firm or company including but not limited to any company
which is for the time being a holding company or a subsidiary (both
as defined in the Companies Act 2002 of the Company or of the
Company's holding company and that the giving and creation of any
such guarantee support or security is hereby constituted one of the
main objects of the Company.
(r) To enter into joint venture agreements or an amalgamation with
any other company, firm or person carrying on business within the
objects of the Company.
(s) To promote or assist in the promotion of any other company or
business for the purpose of acquiring any of the assets and
liabilities of the company or business or for any other purpose
which may seem to the Directors of the Company directly or
indirectly to benefit the Company.
(t) To sell the undertaking and all or any of the property of the
Company for cash or stock, shares or securities of any other company
or person or for any other consideration.
(u) To grant pensions, allowances, gratuities and bonuses to the
employees or ex-employees of the Company or such persons who have
given honorary services to the Company and to support or subscribe
to any charitable or other institutions, clubs, societies or funds.
(v) To distribute in specie the assets and property of the Company
amongst its members.
(w) Generally to do all such things as may appear to be incidental
or conducive to the attainment of the above objects or any of them.
AND it is hereby declared that the intention hereof is that the
objects hereinabove specified in this clause 3 shall be independent
main objects of the Company and shall in no wise be limited or
restricted by reference to or inference from the terms of any other
paragraph or the other clauses hereof.
4. The liability of the members is limited.
5. The nominal share capital of the Company is Tanzania Shillings
one million (T.Shs. 1,000,000/=) divided into seventy (70) Class A
Shares of Tanzania Shilling ten thousand (T.Shs. 10,000/=) each and
thirty (30) Class B Shares of Tanzania Shillings ten thousands(T.Shs.
10,000/=) eachwith the rights and privileges and conditions
respectively attached thereto as may from time to time be conferred
by the regulations of the Company with powers to increase or to
reduce its capital and to divide further the share capital of the
Company from time to time into several classes and attach thereto
such preferential, differed, qualified or special rights, privileges
or conditions as may be determined by or in accordance with the
regulations of the Company and to vary, modify or abrogate any such
rights, privileges or conditions in such manner as may for the time
being be provided by the regulations of the Company.
.
[Subscriber execution page follows]
WE, the several persons, whose names and addresses are subscribed
below are desirous of being formed into a company in pursuance of
this Memorandum of Association and we respectively agree to take the
number of shares in the capital of the Company set opposite our
respective names.
NAMES,POSTAL ADDRESSES &
OCCUPATION OF SUBSCRIBERS
NUMBER OF SHARES
TAKEN BY EACH
SUBSCRIBER SIGNATURE OF
SUBSCRIBERS
1) STEPHEN ARTHUR ATTWELL
P.O. BOX 723
TANGA
TANZANIA
2. Please confirm details
51 A CLASS SHARES
Total Number of Shares ONE HUNDRED (100)
DATED as of this day of , 2014.
WITNESS TO THE EXECUTION BY STEPHEN ARTHUR ATTWELL
Signature...................................…………………………………
Names in Full.................................……………………………
Address………………………………………………………………….
Occupation …NOTARY PUBLIC...............................
WITNESS TO THE EXECUTION BY[Please provide]
Signature...................................…………………………………
Names in Full.................................……………………………
Address………………………………………………………………….
Occupation …NOTARY PUBLIC...............................
THE COMPANIES ACT 2002
(LAWS OF TANZANIA)
-----------------------------------------
COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
OF
SIMA BEACH LIMITED
TABLE A
1. The regulations in Table A in the First Schedule to the Companies
Act 2002 shall not apply to the Company save if the same is repeated
or contained in these Articles.
INTERPRETATION
2. In these Articles unless the context otherwise requires,
expressions defined in the Companies Act 2002 shall have the
meanings so defined and the words standing in the first column of
the table next hereinafter contained shall bear the meanings set
opposite to them respectively in the second column thereof, namely:
Words Meanings
“Act” the Companies Act 2002 or any statutory re-enactment or
modification thereof for the time being in force, and reference to
any section or provisions of the Act shall include reference to any
statutory re-enactment or modification of such section or provision
for the time being in force;
“Articles” these Articles of Association ofSIMA BEACH LIMITED;
“Auditors” the duly appointed auditors of the Company from time to
time;
“Board” the board of Directors of the Company or the Directors
present at a duly convened meeting of Directors at which quorum has
been attained;
“Chairman” the Chairman of the Company;
“Company” meansSIMA BEACH LIMITED;
“Directors” the Directors for the time being of the Company or if
there be only one Director then such one Director;
“Dividends” any distribution (whether in cash or property, and
whether made before or during a winding up) by the Company to any
Member with respect to a Member’s equity interest in the Company;
“Member” a registered shareholder in the Company;
“Memorandum” the Memorandum of Association of the Company;
“Month” calendar month;
“objects” the objects of the Company;
“Office” the registered office of the Company;
“quorum” (in the case of Board meetings) two (2) Directors as the
minimum number of Directors who must be present at a meeting in
order for business to be transacted;
“Seal” the Common Seal of the Company;
“Year” the financial year as determined by the Board of Directors;
and
“writing” includes printing and lithography and any other mode or
modes of representing or producing words in a visible form.
PRIVATE COMPANY
3. The Company is a Private Company, and accordingly:
(a) no invitation shall be issued to the public to subscribe for any
shares or debentures of the Company;
(b) the number of the Members, not including persons who are in the
employment of the Company is limited to fifty (50)Members:
Provided that, for the purpose of this provision, where two or more
persons hold one or more shares in the Company jointly, they shall
be treated as a single Member;
(c) the right to transfer the shares of the Company is restricted in
the manner hereinafter provided; and
(d) no bearer Share Warrant shall be issued.
BUSINESS
4. Any branch or kind of business which the Company is either
expressly or by implication authorized to undertake in terms of its
objects, may be undertaken by the Board at such time or times as it
shall think fit, and further may be suffered by it to be in
abeyance, whether such branch or kind of business may have been
actually commenced or proceeded.
5. The Office shall be at such a place in Tanzania as the Board
shall from time to time appoint.
3. No part of the funds of the Company shall directly or indirectly
be employed in the purchase of or in loans upon the security of the
Company’s shares, provided that nothing in this Article shall
prohibit transactions mentioned in the proviso of Section 57 (I) of
the Act.
SHARE CAPITAL
7. The nominal share capital of the Company is Tanzania Shillings
one million (T.Shs. 1,000,000/=) divided into seventy (70) Class A
Shares of Tanzania Shilling ten thousand (T.Shs. 10,000/=) each and
thirty (30) Class B Shares of Tanzania Shillings ten thousand (T.Shs.
10,000/=) each. The shares of the said classes shall rank paripassu
as one class for participation in the profit and assets of the
company and in all other respects save as expressly provided in
these articles.
8. Without prejudice to any special rights previously conferred on
the holders of any shares or class of shares, any share in the
Company (whether forming part of the original capital or not) may be
issued with any such preferred, deferred or other special rights or
subject in regard to dividend returns of capital, voting or
otherwise as the Company may from time to time, by resolution,
determine or in the case of any shares in respect of which there has
been no such determination as the Board may direct.
9. Subject to the provisions of Section 61 of the Act any preference
shares may be issued on terms that they are, or at the option of the
Company are to be liable, to be redeemed on such terms and in such
manner as the Company may, by special resolution, determine.
10. The Company may, from time to time by ordinary resolution,
increase its share capital by such sum, to be divided into shares of
such amount as the resolution shall prescribe.
MODIFICATION OF CLASS OF SHARES
11. All or any of the special rights and privileges for the time
being attached to any class of shares issued may from time to time
(whether or not the Company is being wound up) be altered or
abrogated with the consent, in writing, of the holders of no less
than three – fourths (3/4) of the issued shares of that class or
with the sanction of a special resolution passed at a separate
general meeting of the holders of such shares. To any such separate
general meeting all the provisions of these Articles as to the
general meeting of the Company shall mutatis mutandisapply, but so
that the necessary quorum shall be two persons at least holding or
representing by proxy no less than one-third of the issued shares of
the class, that every holder of shares of the class shall be
entitled on a poll to one vote for every such share held by him, and
that if at any adjourned meeting of such holders a quorum as above
defined be not present, those of such holders who are present shall
be a quorum.
12. The special rights conferred upon the holders of any shares or
class of shares shall not, unless otherwise expressly provided by
the conditions of issue of such shares, be deemed to be altered by
the creation or issue of further shares ranking, paripassutherewith.
SHARES
13. Subject to the provisions of these Articles, the unissued shares
of the Company shall be at the disposal of the Board, which may
allot, grant options over or otherwise dispose of them to such
persons, at such times and for such consideration and upon such
terms and conditions as the Board may determine, but so that no
shares shall be issued at a discount except in accordance with
Section 60 of the Act.
14. All issues of shares of common stock, preferred stock or options
or warrants to purchase common or preferred stock or any security
convertible in whole or in part into any of the aforesaid shares,
options or warrants shall first be offered to all of the Members as
nearly as may be in proportion to the percentage of the capital
stock of the Company respectively held by such Member at the date of
such offer. Every such offer shall be made in writing by the
secretary of the Company and shall state that any shares the subject
of such offer that are not subscribed by any Member will be offered
to the other Members in proportion to the shares held by them.
15. If the shares and equity securities of any issue shall not be
capable, without division into fractions, of being offered to or
being divided among the Members in the proportions above mentioned
the same shall be offered to or divided among the Members as nearly
as may be in such proportions and any balance shall be offered to or
divided among the Members in such manner as may be reasonably
determined by the Board.
16. If all of the shares or equity securities, as the case may be,
of any issue are not fully subscribed for within a period of fifteen
(15)days after the same are offered to the Members, the Company
shall, during the following period of fifteen (15)days, offer all or
any of the shares or equity securities not taken up by the Members
to those Members who have accepted their offers in proportion to
their shareholdings, and if not subscribed by these Members within a
period of thirty (30) days after being offered the Company may offer
the same to any person or persons as the Board thinks fit, provided
that:
(a) the price at which such shares or equity securities may be
allotted and issued shall be not less than the subscription price
initially offered to the Members, and
(b) the terms of payment and otherwise for such shares or equity
securities shall not be more favorable than the terms initially
offered to the Members.
17. The Company may exercise the powers of paying commissions
conferred by Section 56 of the Act, provided that the rate or amount
of the commission paid or agreed to be paid and the number of shares
which persons have agreed for a commission to subscribe absolutely
shall be disclosed in the manner required by the said section, and
that such commission shall not exceed ten per cent. (10%) of the
price at which the shares in respect whereof the same is paid are
issued or an amount equal to ten per cent (10%) of such price (as
the case may be). Such commission may be satisfied by the payment of
cash or the allotment of fully or partly paid shares or partly in
one way and partly in the other. The Company may also on any issue
of shares pay such brokerage as may be lawful.
18. If any shares of the Company are issued for the purpose of
raising money to defray the expenses of the construction of any
works or buildings or the provision of any plant or equipment which
cannot be made profitable for a lengthened period, the Company may,
pay interest on so much of such share capital as is for the time
being paid up and may charge the same to capital as part of the cost
of construction of the works or buildings or the provision of plant.
19. Except as ordered by a court of competent jurisdiction or as by
law required, no person shall be recognized by the Company as
holding any share upon any trust, and the Company shall not be bound
by or be compelled in any way to recognize (even when having notice
thereof) any equitable, contingent, future or partial interest in
any share or any interest in any fractional part of a share or
(except only as by these Articles or by law otherwise provided) any
other right in respect of any share except an absolute right to the
entirety thereof in the registered holder.
SHARE CERTIFICATES
20. Every person whose name is entered as a Member in the Register
shall be entitled, without payment, to receive within two months
after allotment or lodgment of transfer (or within such other period
as the conditions of issue shall provide) one certificate for all
his shares of any one class, or several certificates each for one or
more of his shares of such class upon payment of such sum for every
certificate after the first as the Board shall from time to time
determine. In the case of a share held jointly by several persons,
delivery of a certificate to one of several joint holders shall be
sufficient delivery to all. If a Member shall sell or transfer part
of the shares comprised in his holding he shall be entitled to a
certificate for the balance without charge.
21. If a share certificate is defaced, lost or destroyed it may be
replaced on payment of such fee (if any) as may be determined by the
Board and on such terms (if any) as to evidence and indemnity and
payment of the out-of-pocket expenses of the Company of
investigating such evidence as the Board may think fit and, in case
of defacement, on delivery of the old certificate to the Company.
LIEN
22. The Company shall have a first and paramount lien on every share
(not being a fully paid share) for all moneys, whether presently
payable or not, called or payable at a fixed time in respect of such
share, and the Company shall also have a first and paramount lien
and charge on all shares (other than fully paid shares) standing
registered in the name of a single Member for all the debts and
liabilities of such Member or his estate to the Company, and whether
the same shall have been incurred before or after notice to the
Company of any equitable or other interest of any person other than
such Member, and whether the time for the payment or discharge of
the same shall have actually arrived or not, and notwithstanding
that the same are joint debts or liabilities of such Member or his
estate and any other person whether a Member or not. The Company’s
lien on a share shall extend to all dividends payable thereon. But
the Board may at any time declare any share to be wholly or in part
exempt from the provisions of this article. Unless otherwise agreed,
the registration of a transfer of shares shall not operate as a
waiver of the Company’s lien, if any, on such shares.
23. The Company may sell, in such manner as the Board may think fit,
any share on which the Company has a lien, but no sale shall be made
unless some sum in respect of which the lien exists is presently
payable nor until the expiration of fourteen days after a notice in
writing stating and demanding payment of the sum presently payable
and giving notice of the intention to sell in default shall have
been given to the holder for the time being of the share or to the
person entitled by reason of his death or bankruptcy to the share.
24. The net proceeds of sale shall be applied in or towards payment
or satisfaction of the debt or liability in respect whereof the lien
exists so far as the same is presently payable, and any residue
shall (subject to a like lien for debts or liabilities not presently
payable as existed upon the shares prior to the sale) be paid to the
person entitled to the shares at the time of the sale. For giving
effect to any such sale the Board may authorize some person to
transfer the shares sold to the purchaser thereof. The purchaser
shall be registered as the holder of the shares and he shall not be
bound to see to the application of the purchase money, nor shall his
title to the shares be affected by any irregularity or invalidity in
the proceedings in reference to the sale.
CALLS ON SHARES
25. The Board may from time to time make calls upon the Members in
respect of any moneys unpaid on their shares (whether on account of
the nominal amount of the shares or by way of premium) and not by
the conditions of allotment thereof made payable at fixed times,
provided that no call shall exceed one-fourth of the nominal amount
of the shares or be payable earlier than one month from the date
fixed for payment of the last previous call, and each Member shall
(subject to the Company giving to him at least fourteen days’ notice
specifying the time or times and place of payment) pay to the
Company at the time or times and place so specified the amount
called on his shares. A call may be revoked or postponed as the
Board may determine.
26. A call may be made payable by installments and shall be deemed
to have been made at the time when the resolution of the Board
authorizing the call was passed.
27. The joint holders of a share shall be jointly and severally
liable to pay all calls in respect thereof.
28. If a sum called in respect of a share be not paid before or on
the day appointed for payment thereof the person from whom the sum
is due shall pay interest on the sum from the day appointed for
payment thereof to the time of actual payment at such rate, not
exceeding ten per cent. (10%) per annum, as the Board may determine,
but the Board shall be at liberty to waive payment of such interest
wholly or in part.
29. Any sum which, by the terms of issue of a share, becomes payable
on allotment or at any fixed date, whether on account of the nominal
amount of the share or by way of premium, shall for all the purposes
of these Articles be deemed to be a call duly made and payable on
the date on which, by the terms of issue, the same becomes payable,
and in case of non-payment all the relevant provisions of these
Articles as to payment of interest and expenses, forfeiture or
otherwise shall apply as if such sum had become payable by virtue or
a call duly made and notified.
30. The Board may make arrangements on the issue of shares for a
difference between the holders in the amount of calls to be paid and
in the times of payment.
31. The Board may, if it thinks fit, receive from any Member willing
to advance the same, all or any part of the moneys uncalled and
unpaid upon any shares held by him and upon all or any of the moneys
so advanced may (until the same would, but for such advance, become
presently payable) pay interest at such rate, as may be agreed upon
between the Board and the Member paying such sum in advance. The
Directors may at any time on giving not less than three months’
notice in writing to such Member repay to him the amount by which
any such advance exceeds the amount actually called up on the
shares.
TRANSFER OF SHARES
32. No shareholder shall sell, assign or otherwise transfer any
shares without the prior written consent of the other shareholders
except as provided in this Article.
33. If any Member (the “Offeror”) wishes to transfer any of its
shares in the Company, it shall first offer (“the Offer”) all of
such shares it is seeking to transfer (“the Offer Shares”) to the
other Members (“the Offeree”).
34. The Offer shall:
(a) be in writing and shall be delivered by the Offeror to the
Offeree at its address registered with the Company with a copy to
the Company Secretary;
(b) be irrevocable and open for acceptance by the Offeree for a
period of thirty (30) days following the date of receipt of the
Offer by the Offeree;
(c) if an offer for the Offer Shares has been made by a bona fide
third party to the Offeror, be accompanied by a true and complete
copy of any such offer; and which in either case must contain the
name of the bona fide third party and in the case where the bona
fide third party is acting in the capacity of agent, the name of his
ultimate principal;
(d) in all other cases apart from those referred to in Article
35(c),stipulate a cash price at which the Offeror is prepared to
sell the Offer Shares and which shall be payable free of set-off or
other deduction against delivery of the certificates in respect of
the Offer Shares in negotiable form to the Offeree or its nominee;
and
(e) not be subject to any other term or condition except that whole
(and not a part only) of the Offer must be accepted.
35. In the event that the Offer is accepted by more than one of the
Offerees, the right of first refusal mentioned above shall be deemed
to be proportionate to each Offeree’s existing shareholding in the
Company. For the avoidance of doubt, in the event any Offeree does
not accept the Offer each Offeree which has accepted the Offer shall
be entitled, within twenty (20) days after being notified by the
Offeree that any Offeree has not accepted the Offer, to accept the
whole (and not any part) of the Offer in respect of the Offer Shares
not accepted by any Offeree at the same price and on the same terms
as stated in the original Offer.
36. If the whole of the Offer (and not part only) is not accepted by
the Offeree within the period referred to in Article 35(b) (as
extended, if necessary, pursuant to Article 36), then the Offeror
shall be entitled, within thirty (30) days after such
non-acceptance, to sell and transfer all (but not a part only) of
the Offer Shares to a bona fide purchaser (and, where Article 35(c)
is applicable to the bona fide third party referred to therein)
(“the Third Party”) at a price not lower and on terms and conditions
not more favourable to that Third Party than those at which the
Offeree was entitled to purchase the Offer Shares in terms of the
Offer. Should the Offeror not sell all the Offer Shares within such
thirty (30) day period, then Articles 34-37 inclusive shall apply de
novo.
37. No transfer shall be registered unless a proper instrument of
transfer shall have been delivered to the Company. The instrument of
transfer of a share shall be executed by both the transferor and the
transferee, and the transferor shall be deemed to remain the holder
of the share until the name of the transferee is entered in the
Register in respect thereof. All instruments of transfer, when
registered, shall be retained by the Company.
38. The Board may decline to recognize any instrument of transfer
if:
(a) such fee to be determined by the Board is not paid to the
Company in respect thereof;
(b) the instrument of transfer is not lodged with the Company at the
registered office of the Company or is not accompanied by the
certificate of the shares to which it relates, and such other
evidence as the Board may reasonably require to show the right of
the transferor to make the transfer; and
(c) the instrument of transfer is in respect of more than one class
of shares.
39. If the Board refuses to register a transfer it shall, within two
months after the date on which the transfer was lodged, send to the
transferee notice of the refusal and the instrument of transfer that
the Board has refused to register shall be returned to the
transferee.
40. The Company shall be entitled to charge a fee to be determined
by the Board on the registration of every probate, letters of
administration, certificate of death or marriage, power of attorney,
or other instrument relating to or affecting the title to any share.
TRANSMISSION OF SHARES
41. In case of the death of a Member the survivor or survivors where
the deceased was a joint holder, and the executors or administrators
of the deceased where he was a sole holder, shall be the only
persons recognized by the Company as having any title to his shares;
but nothing herein contained shall release the estate of a deceased
joint holder from any liability in respect of any share jointly held
by him with other persons.
42. A person entitled to a share in consequence of the bankruptcy or
death of a Member shall be bound at any time, if and when called
upon in writing by the Directors so to do, to transfer such shares,
as then registered in the name of the bankrupt or deceased Member,
in favour of a nominee named by the Board.
43. A person becoming entitled to a share in consequence of the
death or bankruptcy or liquidation of a Member shall be entitled to
receive and may give a discharge for any dividends or other moneys
payable in respect of the share, but he shall not be entitled in
respect of the share to receive notices of or to attend or vote at
general meetings of the Company or, save as aforesaid, to exercise
in respect of the share any of the rights or privileges of a Member
until he shall have become registered as the holder thereof.
FORFEITURE OF SHARES
44. If a Member fails to pay any call or installment of a call on
the day appointed for payment thereof, the Board may at any time
thereafter during such time as any part of such call or installment
remains unpaid serve a notice on him requiring payment of so much of
the call or installment as is unpaid, together with any interest and
expenses which may have accrued.
45. The notice shall name a further day (not being less than
fourteen days from the date of the notice) on or before which and
the place where the payment required by the notice is to be made,
and shall state that, in the event of non--payment at or before the
time and at the place appointed, the shares in respect of which such
call was made or installment is payable will be liable to be
forfeited. The Board may accept the surrender of any share liable to
be forfeited hereunder and, in such case, references herein to
forfeiture shall include surrender.
46. If the requirements of any such notice as aforesaid be not
complied with, any share in respect of which such notice has been
given may at any time thereafter, before payment of all calls or
installments, interest and expenses due in respect thereof has been
made, be forfeited by a resolution of the Board to that effect. Such
forfeiture shall include all dividends declared in respect of the
forfeited shares and not actually paid before the forfeiture.
47. When any share has been forfeited, notice of the forfeiture
shall forthwith be given to the holder of the share or the person
entitled to the share by reason of the death or bankruptcy or
liquidation of the holder (as the case may be); but no forfeiture
shall be in any manner invalidated by any omission or neglect to
give such notice as aforesaid.
48. A forfeited share shall be deemed to be the property of the
Company and may be sold, re-allotted or otherwise disposed of either
to the person who was, before forfeiture, the holder thereof or
entitled thereto or to any other person upon such terms and in such
manner as the Board shall think fit, and at any time before a sale
or disposition, the forfeiture may be cancelled on such terms as the
Board may think fit.
49. A Member whose shares have been forfeited shall cease to be a
Member in respect of the forfeited shares but shall,
notwithstanding, remain liable to pay to the Company all moneys
which at the date of forfeiture were presently payable by him to the
Company in respect of the shares with interest thereon at such rate
as the Board may determine, not exceeding ten per cent per annum,
from the date of forfeiture until payment but the Board may waive
payment of such interest either wholly or in part.
50. A statutory declaration in writing that the declarant is a
Director or the Secretary of the Company and that a share has been
duly forfeited on a date stated in the declaration shall be
conclusive evidence of the facts therein stated as against all
persons claiming to be entitled to the share. The Company may
receive the consideration (if any) given for the share on the sale
or disposition thereof and may execute a transfer of the share in
favor of the person to whom the same is sold or disposed of, and he
shall thereupon be registered as the holder of the share and shall
not be bound to see to the application of the purchase money (if
any) nor shall his title to the share be affected by any
irregularity or invalidity in the proceedings in reference to the
forfeiture, sale or disposal of the share.
INCREASE OF CAPITAL
51. The Company may from time to time by ordinary resolution
increase its capital by such sum to be divided into shares of such
amounts as the resolution shall prescribe.
52. The Company may, by the resolution increasing the capital,
direct that the new shares or any of them shall be offered either at
par or at a premium or (subject to the provisions of Section 60 of
the Act) at a discount or may make any other provisions as to the
issue of the new shares. In default of any such direction or so far
as the same shall not extend the provisions of Article 13shall apply
to such shares.
53. The new shares shall be subject to all the provisions of these
Articles with reference to payment of calls, lien, transfer,
transmission, forfeiture and otherwise and, unless otherwise
provided in accordance with these Articles, shall be issued as
Ordinary Shares.
ALTERATIONS OF CAPITAL
54. The Company may from time to time by:
(1.) ordinary resolution:
(a) consolidate anddivide all or any of its share capital into
shares of larger amount than of its existing shares;
(b) sub-divide its shares or any of them into shares of smaller
amount than is fixed by the Memorandum (subject, nevertheless, to
the provisions of Section 65 (1)(d) of the Act), and so that the
resolution whereby any share is sub-divided may determine that as
between the holders of the shares resulting from such sub-division
one or more of the shares may have any such preferred or other
special rights over, or may have such qualified or deferred rights
or be subject to any such restrictions as compared with the other or
others as the Company has power to attach to un-issued or new
shares;
(c) cancel any shares which at the date of the passing of the
resolution have not been taken or agreed to be taken by any person
and diminish the amount of its share capital by the amount of the
shares so cancelled; and
(d) vary, modify or amend any rights attached to any shares not yet
issued; and may also by special resolution:
(2.) special resolution:
(a) reduce its share capital or any capital redemption reserve fund
or any share premium account in any manner and with and subject to
any circumstance authorized by the Act.
GENERAL MEETINGS
55. The Company shall in each year hold a general meeting as its
Annual General Meeting in addition to any other meetings in that
year, and not more than fifteen months shall elapse between the date
of one Annual General Meeting of the Company and that of the next.
The Annual General Meeting shall be held at such time and place as
the Board shall appoint.
56. All General Meetings other than Annual General Meetings shall be
called Extraordinary General Meetings.
57. The Board may, whenever it thinks fit, convene an Extraordinary
General Meeting, and Extraordinary General Meetings shall also be
convened on such requisition, or, in default, may be convened by
such requisitionists, as provided by section 134 of the Act. If at
any time there are not within Tanzania sufficient Directors capable
of acting to form a quorum, any Director or any two Members may
convene an Extraordinary General Meeting in the same manner as
nearly as possible as that in which meetings may be convened by the
Board. In the case of an Extraordinary General Meeting called
pursuant to a requisition, no business other that that stated in the
requisition as the subject of such meeting shall be transacted
unless such meeting shall have been called by the Board.
NOTICE OF GENERAL MEETINGS.
58. An Annual General Meeting and a meeting called for the passing
of a special resolution shall be called by twenty-one days’ notice
in writing at the least, and a meeting other than an Annual General
Meeting or a meeting for the passing of a special resolution shall
be called by fourteen days’ notice in writing at the least. The
notice shall be exclusive of the day on which it is served or deemed
to be served and of the day for which it is given, and shall specify
the place, the day and the hour of meeting, and, in the case of
special business, the general nature of that business. The notice
convening an Annual General Meeting shall specify the meeting as
such, and the notice convening a meeting to pass a special or
extraordinary resolution shall specify the intention to propose the
resolution as a special or extraordinary resolution as the case may
be. Notice of every General Meeting shall be given in manner
hereinafter mentioned to such persons as are, in accordance with the
provisions of these Articles, entitled to receive such notices from
the Company, and also to the Auditors of the Company for the time
being:
Provided that with the consent of all the Members entitled to
receive notice of some particular meeting, that meeting may be
convened by such shorter notice and in such manner as those Members
may think fit.
In every notice calling a meeting there shall appear with reasonable
prominence a statement that a Member entitled to attend and vote is
entitled to appoint one or more proxies to attend and vote instead
of him and that a proxy need not also be a Member.
59. The accidental omission to give notice of a meeting or (in cases
where instruments of proxy are sent out with the notice) the
accidental omission to send such instrument of proxy to, or the
non-receipt of notice of a meeting or such instrument of proxy by,
any person entitled to receive notice shall not invalidate the
proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS.
60. All business shall be deemed special that is transacted at an
Extraordinary General Meeting and also all business that is
transacted at an Annual General Meeting with the exception of the
declaration and sanctioning of dividends, the consideration of the
accounts and balance sheet and the reports of the Directors and
Auditors, the election of Directors and Auditors and other officers
in place of those retiring by rotation or otherwise, and the fixing
of the remuneration of the Auditors and the voting of remuneration
to the Directors.
61. No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business. Save as
otherwise provided by these Articles or agreed in writing between
the shareholders, at least one Member present in person or by proxy
together holding not less than fifty one (51%) of the issued and
paid up ordinary shares and entitled to vote shall be a quorum for
all purposes. A corporation being a Member shall be deemed for the
purpose of this Article to be personally present if represented by
proxy or in accordance with the provisions of Section 141 of the
Act.
62. If within half an hour from the time appointed for a meeting a
quorum is not present the meeting, if convened on the requisition of
Members, shall be dissolved. In any other case it shall stand
adjourned to the same day in the next week at the same time and
place, or to such other day and at such other time and place as the
Board may determine.
63. The Chairman (if any) of the Board shall preside as Chairman at
every General Meeting of the Company.
64. If there is no such Chairman or if at any meeting the Chairman
be not present within half an hour after the time appointed for
holding the meeting, the Members present shall choose any of the
Directors present at the meeting to act, or if one Director only be
present he shall preside as Chairman if willing to act. If no
Director is present, or if all the Directors present decline to take
the chair, the Members present shall choose one of their number to
be Chairman.
65. The Chairman may, with the consent of any meeting at which a
quorum is present (and shall if so directed by the meeting), adjourn
the meeting from time to time and from place to place, but no
business shall be transacted at any adjourned meeting except
business which might lawfully have been transacted at the meeting
from which the adjournment took place. When a meeting is adjourned
for thirty (30) days or more, notice of the adjourned meeting shall
be given as in the case of an original meeting. Save as aforesaid,
it shall not be necessary to give any notice of an adjournment or of
the business to be transacted at an adjourned meeting.
66. At any General Meeting, a resolution put to the vote of the
meeting shall be decided on a show of hands unless (before or on the
declaration of the result of the show of hands) a poll be demanded
by the Chairman, or by any Member. Unless a poll is so demanded, a
declaration by the Chairman that a resolution has, on a show of
hands, been carried or carried unanimously or by a particular
majority or not carried by a particular majority or lost, and an
entry to that effect in the book of proceedings of the Company shall
be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against such a
resolution.
67. If any votes shall be counted which ought not to have been
counted or might have been rejected the error shall not vitiate the
resolution unless it be pointed out at the same meeting and not in
that case unless it shall, in the opinion of the Chairman of the
meeting, be of sufficient magnitude to vitiate the resolution.
68. If a poll is duly demanded the result of the poll shall be
deemed to be the resolution of the meeting at which the poll was
demanded.
69. In case of an equality of votes at a General Meeting, whether on
a show of hands or on a poll, the Chairman of such meeting shall not
be entitled to a second or casting vote.
70. A poll demanded on the election of a Chairman, or on a question
of adjournment, shall be taken forthwith. A poll demanded on any
other question shall be taken at such time and place and in such
manner as the Chairman directs.
71. The demand for a poll shall not prevent the continuance of a
meeting for the transaction of any business other than the question
on which the poll has been demanded, and it may be withdrawn at any
time before the next business is proceeded with.
VOTES OF MEMBERS
72. Subject to any special terms as to voting upon which any share
capital may be issued or may for the time being be held on a show of
hands every Member who (being an individual) is present in person or
(being a government or corporation) is present by a representative
duly authorised under Section 141 of the Act shall have one vote. On
a poll every Member who is present in person or by proxy shall have
one vote for every share of which he is the holder.
73. In the case of joint holders of a share the vote of the senior
who tenders a vote, whether in person or by proxy, shall be accepted
to the exclusion of the votes of the other joint holders, and for
this purpose seniority shall be determined by the order in which the
names stand in the Register.
74. In accordance with Section 141 of the Act a corporation being a
Member may by resolution of its directors or other governing body
and any government being a Member may by direction of the
appropriate authority or an officer of the Government authorised by
or under any law authorise such person as it thinks fit to act as
its representative at any General Meeting of the Company or of any
class of Members of the Company, and the person so authorised shall
be entitled to exercise the same powers on behalf of the corporation
or government he represents as that corporation or government could
exercise if it were an individual Member of the Company.
75. A Member of unsound mind or in respect of whom an order has been
made by any court having jurisdiction for the protection of persons
incapable of managing their own affairs may vote, whether on a show
of hands or on a poll, by his committee, curator bonisor other
person in the nature of a committee or curator bonisappointed by
such court, and such committee, curator bonisor other person may
vote on a poll by proxy.
76. No Member shall be entitled to vote at any General Meeting
unless all calls or other sums presently payable by him in respect
of shares in the Company have been paid.
77. No objection shall be raised to the qualification of any voter
except at the meeting or adjourned meeting at which the vote
objected to is given or tendered, and every vote not disallowed at
such meeting shall be valid for all purposes. Any such objection
made in due time shall be referred to the Chairman of the meeting,
whose decision shall be final and conclusive.
78. On a poll votes may be given either personally or by proxy.
79. The instrument appointing a proxy shall be in writing under the
hand of the appointer or of his attorney duly authorized in writing
or, if the appointer be a government or corporation, either under
its common seal (in the case of a corporation) or under the hand of
an officer duly authorized or attorney so authorized.
80. A proxy need not be a Member of the Company. Any Member may
appoint more than one proxy to attend on the same occasion.
81. The instrument appointing a proxy and the power of attorney or
other authority (if any) under which it is signed, or a copy of such
power or authority duly notarized, shall be deposited at the Office
or such other place in Tanzania as may be specified in the notice
convening the meeting no less than forty-eight hours before the time
appointed for holding the meeting or adjourned meeting at which the
person named in the instrument proposes to vote, or in the case of a
poll taken subsequently to the date of a meeting or adjourned
meeting, no less than twenty-four hours before the time appointed
for the taking of the poll and in default the instrument of proxy
shall not be treated as valid.
82. The Board may, if it thinks fit, send out with the notice of any
meeting, forms of instrument of proxy for use at the meeting and
such instruments of proxy shall be in the form following or in such
other form as the Board may decide:
83. A vote given in accordance with the terms of an instrument of
proxy shall be valid notwithstanding the previous death or insanity
of the principal, or revocation of the instrument of proxy or of the
authority under which it was executed, or the transfer of the share
in respect of which the instrument of proxy is given, provided that
no information in writing of such death, insanity, revocation or
transfer shall have been received by the Company at the Office
before the commencement of the meeting or adjourned meeting, or the
taking of the poll, at which the instrument of proxy is used.
84. The instrument appointing a proxy shall be deemed to confer
authority to demand or join in demanding a poll.
85. A resolution in relation to any of the following shall require
the approval of Members representing at least seventy five per cent.
(75%) of the share capital of the Company:
(a) the adoption of any change to the Articles of Association of the
Company,
other than a change of name of the Company (which shall be decided
by the Board);
(b) the consolidation or amalgamation of the Company.
DIRECTORS
86. Unless and until otherwise from time to time determined by a
special resolution of the Company, the number of Directors
(excluding alternate directors) shall not be less than two and not
more than eight in number. If at any time the number of Directors
falls below the minimum number fixed by or in accordance with these
Articles, the remaining Directors may act for the purpose of
convening a general meeting or for the purpose of bringing the
number of Directors to such minimum, and for no other purpose. The
remuneration of the Directors shall from time to time be determined
by the Board.
The first Directors of the Company are:
1. MICHAEL JOHN CALNAN;
2. USHWIN DWARKA KHANNA;
3. TORBEN PETER RUNE; and
4. STEPHEN ARTHUR ATTWELL
87. Unless otherwise determined by the Company in a General Meeting,
the Board shall appoint the Chairman of the Board and the Board
shall fix his remuneration. The Chairman of the Board shall also be
the Chairman of the General Meeting of the Company.
88. Each Director shall have the power to appoint an alternate
Director to act in his place and may at his discretion, remove such
alternate Director. A person so appointed shall be subject in all
respects to the terms and conditions existing in respect of
Directors and each alternate Director, while so acting shall
exercise and discharge all functions, powers and duties as a
Director of his appointer in such appointer’s absence. An acting
Director shall ipso facto cease to be an alternate Director if his
appointer ceases, for any reason, to be a Director: Provided that if
any Director retires by rotation or otherwise but is re-elected at
the same meeting, any appointment made by him pursuant to this
Article which was in force immediately before his retirement shall
remain in force as though he had not retired.
89. All appointments and removals of an alternate Director shall be
effected by instrument in writing delivered at the Office and signed
by the appointer. A Director exercising the power to appoint an
alternate Director shall give prior notice of such appointment in
writing to the Secretary of the Board.
90. Each of the Directors, other than the Chairman of the Board,
shall be entitled to remuneration at such rate as the Company in
General Meeting may from time to time determine (by ordinary
majority) and the Chairman shall be entitled to remuneration at such
higher rate as the Company in General Meeting may from time to time
determine (by ordinary majority). Any Director holding office for
less than a year shall only rank for remuneration in proportion to
the period during which he has held office during such year. The
Directors (including alternate Directors) shall be entitled to be
paid their reasonable travelling, hotel and incidental expenses of
attending and returning from meetings of the Board or committees of
the Board or General Meetings or otherwise incurred while engaged on
the business of the Company.
91. Any Director who, by request, performs special services or who
otherwise performs services which, in the opinion of the Board, are
outside the normal scope of the usual duties of a Director, may be
paid such extra remuneration by way of salary, percentage of profits
or otherwise as the Board may determine which shall be charged as
part of the Company’s ordinary working expenses.
92. A Director may be or becomes a director or other officer of or
otherwise interested in any company promoted by the Company or in
which the Company may be interested, and no such Director shall be
accountable for any remuneration or other benefits received by him
as a Director or officer of or from his interest in such other
company. The Board may also exercise the voting power conferred by
the shares in any other company held or owned by the Company in such
manner in all respects as it thinks fit, including the exercise
thereof in favor of any resolution appointing the members of the
Board or any of them to be directors or officers of such other
company, or voting or providing for the payment of remuneration to
the directors or officers of such other company, and any Director of
the Company may vote in favor of the exercise of such voting rights
in the manner aforesaid notwithstanding that he may be or be about
to become a director or officer of such other company and as such,
or in any other manner, is or may be interested in the exercise of
such voting rights in the manner aforesaid.
93. Any negotiations in relation to any proposed agreements (whether
for the provision of goods and/or services or otherwise) between any
Director/Shareholder or associated companies or any person
controlled by such shareholder or controlling such shareholder) or
any Director (“Related Party”) on the one hand and the Company on
the other hand (irrespective of whether or not there may be
additional parties to such agreements over and above the Company and
the Related Party) and all arrangements in relation to such
agreements shall be conducted on an arm's length basis and as if
between unconnected persons. All such agreements between a Related
Party and the Company shall be in writing. Director should not be
financially interested in the Company other than as a shareholder
and/or Director.
94. A Director shall not require any share qualification.
95. Without prejudice to the last preceding Article and to the
provisions for retirement by rotation or otherwise hereinafter
contained, the office of a Director shall be vacated in any of the
events following, namely if:
(a) he resigns his office by writing under his hand left at the
Office; or
(b) he be found lunatic or become of unsound mind or a receiving
order is made against him or he compounds with his creditors; or
(c) without leave, he is absent, otherwise than on the business of
the Company, from meetings of the Board for six consecutive months,
and the Board resolves that his office be vacated; or
(d) he is prohibited from being a Director by reason of any order
made under Sections 325 or 383 of the Act; or
(e) he is removed either by an extraordinary resolution, or an
ordinary resolution of the Company, twenty-eight (28) days’ notice
of intention to move such resolution having been given.
POWERS AND DUTIES OF DIRECTORS
96. The business of the Company shall be managed by the Board, which
may exercise all such powers of the Company as are not by the Act or
by these Articles required to be exercised by the Company in General
Meeting, subject nevertheless to the provisions of these Articles
and of the Act and to such regulations being not inconsistent with
such provisions as may be prescribed by the Company in General
Meeting, but no regulations made by the Company in General Meeting
shall invalidate any prior act of the Board which would have been
valid if such regulations had not been made. The general powers
given by this Article shall not be limited or restricted by any
special authority or power given to the Board by any other Article.
97. The Board may from time to time and at any time by power of
attorney under the Company’s Seal appoint any company, firm or
person or any fluctuating body of persons, whether nominated
directly or indirectly by the Board, to be the attorney or attorneys
of the Company for such purposes and with such powers, authorities
and discretions (not exceeding those vested in or those conferred
upon the Board by this Article) and for such period and subject to
such conditions as it may think fit, and such power of attorney may
contain such provisions for the protection and convenience of
persons dealing with any such attorney as the Board may think fit,
and may also authorize any such attorney to sub-delegate all or any
of the powers, authorities and discretions vested in him.
98. The Company may exercise the powers conferred by Section 43 of
the Act with regard to having an Official Seal for use abroad and
such powers shall be vested in the Board.
99. The Company may exercise the powers conferred by Sections 124 to
127 of the Act with regard to the keeping of a branch Register in
any part of the world and the Board may (subject to the provisions
of those sections) make and vary such regulations as it may think
fit in respect of the keeping of any such Register.
BORROWING POWERS
100. The Directors may exercise all the powers of the Company to
borrow, lend and guarantee the repayment of money and to mortgage or
charge or otherwise secure its undertaking, assets, property and
uncalled capital or any part thereof and to issue debentures,
debenture stock and other securities whether outright or as security
for any debt, liability or obligation of the Company or of any third
party.
The Directors may exercise all the powers of the Company to
guarantee and become surety for the liabilities, the performance of
contracts and the repayment of monies by any person, firm or company
and to issue charges, mortgages, debentures or lien to secure
performance by the Company of any such guarantee or surety.
101. All cheques, promissory notes, drafts, bills of exchange and
other negotiable and transferable instruments and all receipts for
moneys paid to the Company shall be signed, drawn, accepted,
endorsed or otherwise executed, as the case may be, in such manner
as the Board shall from time to time by resolution determine.
MINUTES
102. The Board shall cause minutes to be made in books provided for
the purpose of:
(a) all appointments of officers made by the Board;
(b) the names of the Directors present at each Board or Committee
meeting;
(c) all resolutions and proceedings at all meetings of the Company
and of the Board and of the Committees.
The minutes referred to in this Article shall be approved by the
Board and shall be signed by the Chairman of the Board. The minutes
shall be in English and shall be kept and filed by the Secretary.
MANAGING DIRECTOR
103. The Board may from time to time appoint one or more of its body
to the office of Managing Director or Assistant Managing Director
for such period and upon such terms as it thinks fit and, subject to
the provisions of any agreement entered into in any particular case,
may revoke such appointment. A Director so appointed shall not,
while holding such office, be subject to retirement by rotation or
taken into account in determining the rotation or retirement of
Directors, but his appointment shall (without prejudice to any claim
he may have for damages for breach of any contract of service
between him and the Company) ipso facto determine if he ceases from
any cause to be a Director.
104. A Managing Director or Assistant Managing Director shall
receive such remuneration (whether by way of salary, commission or
participation in profits, or otherwise) as the Board may determine,
and either in addition to or in lieu of his remuneration as a
Director.
105. The Board may entrust to and confer upon a Managing Director or
Assistant Managing Director any of the powers exercisable by it upon
such terms and conditions and with such restrictions as it thinks
fit, and either collaterally with or to the exclusion of its own
powers, and may from time to time (subject to the terms of any
agreement entered into in any particular case) revoke, withdraw,
alter or vary all or any of such powers.
SECRETARY
106. The Secretary shall be appointed by the Board for such term, at
such remuneration and upon such conditions as it may think fit, and
any Secretary so appointed may be removed by the Board.
107. A provision of the Act or of these Articles requiring or
authorizing a thing to be done by or to a Director and the Secretary
shall not be satisfied by its being done by or to the same person
acting both as Director and as, or in place of, the Secretary.
PENSIONS AND ALLOWANCES
108. The Board may grant retiring pensions or annuities or other
allowances, including allowances on death, to any person or to the
widow or dependants of any person in respect of services rendered by
him to the Company as Managing Director, Assistant Managing
Director, or in any other executive office or employment under the
Company or indirectly as an executive officer or employee of any
subsidiary company of the Company or of its holding company (if
any), notwithstanding that he may be or may have been a Director of
the Company and may make payments towards insurances or trusts for
such purposes in respect of any such person and may include rights
in respect of such pensions, annuities and allowances in the terms
of engagement of any such person.
THE SEAL
109. The Board shall provide for the safe custody of the Seal, which
shall not be affixed to any instrument except in the presence of at
least two Directors or at least one Director and the Secretary and
such Directors or Director and Secretary shall sign every instrument
to which the Seal is so affixed in their presence. All forms of
certificate for shares, stock or debentures or representing any
other form of security (other than letters of allotment, scrip
certificates and other like documents) shall be issued under the
Seal and bear the autographic signatures of one or more Directors
and the Secretary:
Provided that the Directors may resolve that some method of
mechanical signature which is controlled by the Auditors, Transfer
Auditors or Bankers of the Company be adopted, in which case any
such certificate may bear the mechanical ins-d of the autographic
signature of a Director.
AUTHENTICATION OF DOCUMENTS
110. Any Director or the Secretary or any person appointed by the
Board for the purpose shall have power to authenticate any documents
affecting the Company (except the Memorandum and Articles of
Association which must be authenticated by the Registrar of
Companies) and any resolutions passed by the Board, and any books,
records, documents and accounts relating to the business of the
Company and to certify copies thereof or extracts therefrom as true
copies or extracts and where any books, records, documents or
accounts are elsewhere than at the Office, the local manager or
other officer of the Company having the custody thereof shall be
deemed to be a person appointed by the Board as aforesaid.
ROTATION OF BOARD
111. Without prejudice to the power ofthe Company in General Meeting
in pursuance of any of the provisions of these Articles to appoint
any person to be a Director, the Board shall have power at any time
and from time to time to appoint any person to be a Director, either
to fill a casual vacancy or as an addition to the existing Board,
but so that the total number of Directors shall not at any time
exceed the maximum number fixed by or in accordance with these
Articles. Any Director so appointed shall hold office only until the
next following Annual General Meeting and shall then be eligible for
re¬election but shall not be taken into account in determining the
Directors who are to retire by rotation at such meeting.
112. The Company may by special resolution, or by ordinary
resolution of which twenty-eight (28) days’ notice has been given in
accordance with Article 96(e) remove any Director before the
expiration of his period of office (but so that such removal shall
be without prejudice to any claim such Director may have for breach
of any contract of service between him and the Company) and may by
an ordinary resolution appoint another person in his stead. The
person so appointed shall be subject to retirement at the time as if
he had become a Director on the day on which the Director in whose
place he is appointed was last elected a Director.
PROCEEDINGS OF THE BOARD
113. Save as provided for in these Articles or otherwise agreed in
writing between the shareholders, the Board may meet together for
the dispatch of business, adjourn and otherwise regulate its
meetings as it thinks fit. Questions arising at any meeting shall be
determined by a majority of votes.
114. Ordinary Board meetings shall be held at least twice a year.
The Chairman or any two Directors can call extraordinary Board
Meetings at any time.
115. If the quorum of two (2) Directors is not attained at the
meeting, a second meeting shall be held within four business days
from the date of the first meeting. Upon the reconvening of the
meeting, the Director(s) present shall constitute the required
quorum provided that the agenda at the reconvened meeting shall be
the same as the agenda for the first meeting.
116. The continuing Directors may act notwithstanding any vacancy in
their body, but if and so long as their number be reduced below the
minimum number fixed by or in accordance with these Articles the
continuing Directors may act for the purpose of filling up vacancies
in their body or of summoning general meetings of the Company but
not for any other purpose, and may act for either of the purposes
aforesaid whether or not their number be reduced below the number
fixed by or in accordance with these Articles as the quorum.
117. If at any meeting the Chairman is not present within half an
hour after the time appointed for holding the same the Directors
present may choose one of their number to be Chairman of the
meeting.
118. (a) A meeting of the Board at which a quorum is present shall
be competent to exercise all powers and discretions for the time
being exercisable by the Board.
(b) Provided that the requisite notices are served upon the
Directors and subject to the consent of a majority of such
Directors, the Directors may conduct their meetings on telephone or
through video and all meetings so conducted shall be deemed to have
the same status as meetings at which the Directors have physically
convened.
(c) The secretary shall give each Director a written notice (by
registered mail (or airmail if the Director resides outside
Tanzania) and fax) of any Board meeting. The notice shall provide
the agenda, the time and place of the meeting. The notice shall also
contain an agenda, background information and all necessary support
documentation in relation to all major proposals to be made at the
meeting.
(d) The notice requirements set out above may be waived by a
unanimous resolution of the Directors.
119. The Board may delegate any of its powers (other than the power
conferred by this Article) to a committee or committees, whether
consisting of a member or members of its body or not, as it thinks
fit. Any committee so formed shall, in the exercise of the powers so
delegated, conform to any regulations that may be imposed on it by
the Board.
120. The meeting and proceedings of any committee consisting of two
or more members shall be governed by the provisions herein contained
for regulating the meetings and proceedings of the Board so far as
the same are applicable and are not superseded by any regulations
imposed by the Board under the last preceding Article.
121. A resolution in writing signed by the majority of Directors
entitled to receive notice of a meeting of the Board or passed by
the majority of members of a committee or by teleconferencing by
phone by a number thereof constituting a quorum, shall be as valid
and effectual as a resolution passed at a meeting of the Board or,
as the case may be, of such committee duly called and constituted.
Any such written resolution may be contained in one document or in
several documents in like form each signed by one or more of such
Directors or members of the committee concerned.
122. Every act done by the Board or committee or by any person
acting as a Director or member of such committee, notwithstanding it
be afterwards discovered that there was some defect in the
appointment of such Board or committee or of any person acting as
aforesaid or that they or any of them were disqualified or had
vacated office, shall be as valid as if every such Board or
committee or person had been duly appointed and was qualified and
had continued in office down to the time of performance of such act.
DIVIDENDS
123. The Company in General Meeting may from time to time declare
dividends to be paid to the Members according to their rights and
interests in the profits, but no dividend shall be declared in
excess of the amount recommended by the Board.
124. All dividends shall be declared and paid according to the
amounts paid up on the shares in respect whereof the dividend is
paid, but no amount paid up on a share in advance of calls shall be
treated for the purposes of this Article as paid up on the share.
All dividends shall be apportioned and paid pro rataaccording to the
amounts paid up on the shares during any portion or portions of the
period in respect of which the dividend is paid; but if any share be
issued on terms providing that it shall rank for dividend as from a
particular date such share shall rank for dividend accordingly.
125. The Board may from time to time pay to the Members such interim
dividends as appears to the Board to be justified by the position of
the Company; the Board may also pay the fixed dividend payable on
any preference shares of the Company half-yearly or otherwise on
fixed dates, whenever such position, in the opinion of the Board,
justifies that course.
126. The Board may deduct from any dividend or bonus payable to any
Member all sums of money (if any) presently payable by him to the
Company on account of calls.
127. No dividend shall bear interest against the Company.
128. Any dividend, interest or other sum payable in cash to the
holder of shares may be paid by cheque addressed to the holder at
his registered address or, in the case of joint holders, addressed
at his registered address to the holder whose name stands first on
the Register in respect of the shares or by telegraphic transfer.
Every such cheque or telegraphic transfer shall, unless the holder
otherwise directs, be made payable to the order of the registered
holder or, in the case of joint holders, to the order of the holder
whose name stands first on the Register in respect of such shares,
and shall be sent at his or their risk. Any one of two or more joint
holders may give effectual receipts for any dividends or other
moneys payable in respect of the shares held by such joint holders.
129. Any general meeting declaring a dividend may, upon the
recommendation of the Board, direct payment or satisfaction of such
dividend wholly or in part by the distribution of specific assets,
and in particular of paid-up shares or debentures of any other
company, and the Board shall give effect to such direction, and
where any difficulty arises in regards to such distribution the
Board may settle it as it thinks expedient, and in particular may
fix the value for distribution of any such specific assets and may
determine that cash payments shall be made to any Members upon the
footing of the value so fixed in order to secure equality of
distribution.
RESERVES
130. The Board may before recommending any dividend set aside out of
the profits of the Company such sums as it thinks proper as reserves
which shall, at the discretion of the Board, be applicable for any
purpose to which the profits of the Company may be properly applied
and pending such application may, at the like discretion, either be
employed in the business of the Company or be invested in such
investments (other than shares of the Company or its holding
company, if any) as the Board may from time to time think fit. The
Board may also without placing the same to reserve carry forward any
profits which it may think prudent not to divide.
131. The Board shall transfer to share premium account sums equal to
the amount or value of any premiums at which shares of the Company
may be issued, and the provisions of these Articles relating to
reserves shall be applicable to the sums for the time being standing
to the credit of share premium account.
CAPITALISATION OF PROFITS
132. The Company in General Meeting may upon the recommendation of
the Board, at any time and from time to time, pass a resolution to
the effect that it is desirable to capitalise any part of the
amounts for the time being standing to the credit of any of the
Company’s reserves or to the credit of the profit and loss account
or otherwise available for distribution and not required for the
payment of the fixed dividends on any preference shares of the
Company and accordingly that such sum be set free for distribution
among the Members or any class of Members who would be entitled to
such profits if distributed by way of dividend and in the same
proportions, on the footing that the same be not paid in cash but be
applied either in or towards paying up the amounts for the time
being unpaid on any shares in the Company held by such Members
respectively or in payment up in full of un¬issued shares,
debentures or other obligations of the Company, to be allotted and
distributed credited as fully paid up among such Members or partly
in one way and partly in the other, and the Board shall give effect
to such resolution. Provided that a share premium account and a
capital redemption reserve may, for the purposes of this Article,
only be applied in the paying up of unissued shares to be issued to
Members of the Company as fully paid bonus shares.
133. Where any difficulty arises in regard to any distribution under
the last preceding Article the Board may settle the same as it
thinks expedient and in particular may issue fractional certificates
or may ignore fractions altogether, and may determine that cash
payments shall be made to any Members in order to adjust the rights
of all parties, as may seem expedient to the Board. The Board may
appoint any person to sign on behalf of the persons entitled to
participate in the distribution any contract requisite or convenient
for giving effect thereto and such appointment shall be effective
and binding upon the Members.
ACCOUNTS
134. The Board shall cause true accounts to be kept of:
(a) the sums of money received and expended by the Company and the
matters in respect of which such receipt and expenditure take place;
and
(b) all sales and purchases of goods by the Company; and
(c) the assets and liabilities of the Company.
135. The books of account shall be kept at the Office or at such
other place or places as the Board may think fit and shall always be
open to the inspection of the Directors. No Member (other than a
Director) shall have any right of inspecting any account or book or
document of the Company except as conferred by law or authorised by
the Board.
136. The Board shall from time to time, in accordance with section
153 of the Act, cause to be prepared and to be laid before the
Company in General Meeting such profit and loss accounts, balance
sheets, and reports as are referred to in that section.
137. A copy of every balance sheet and profit and loss account
(including every document required by law to be annexed thereto)
which is to be laid before the Company in General Meeting and of the
Directors’ and Auditors’ reports shall, not less than twenty-one
days before the date of the meeting, be sent to every Member and to
every holder of debentures of the Company and copies of each of
these documents shall at the same time be forwarded to all persons
entitled to receive notices of General Meetings of the Company:
Provided that this Article shall not require a copy of those
documents to be sent to any person of whose address the Company is
not aware or to more than one of the joint holders of any shares or
debentures.
AUDIT
138. Auditors shall be appointed and their duties regulated in
accordance with Sections 170 to 179 of the Act.
NOTICES
139. Any notice or other document may be served by the Company on
any Member either personally or by sending it through the post in a
prepaid letter or by telex or telecopier addressed to such Member at
his registered address as appearing the Company’s Register or in any
Branch Register. In the case of joint holders of a share, all
notices shall be given to that one of the joint holders whose name
stands first in the Register or Branch Register, and notice so given
shall be sufficient notice to all the joint holders.
140. Any Member who is not registered in a Branch Register and who
is described in the Company’s Register by an address not within
Tanzania who shall, from time to time, give to the Company an
address within Tanzania at which notices may be served upon him and
shall be entitled to have notices served upon him at such address,
but save as aforesaid no Member other than a Member described in the
Register by an address within Tanzania or registered in a Branch
Register shall be entitled to receive any notice from the Company:
Provided that any notice which is sent by post to a Member
registered in a Branch Register shall not be deemed to have been
duly served in pursuance of this Article unless it shall have been
posted in the country in which such Branch Register is established.
141. Any notice or other document, if served by post, telex or
telecopier shall be deemed to have been served at the time when the
same was put into the post office, or transmitted by telex or
telecopier and in proving such service shall be sufficient to prove
that the notice or document was properly addressed, stamped and put
into the post office or if by telex or telecopier was actually
transmitted.
142. Any notice or other document delivered or sent by post to or
left at the registered address of any Member in pursuance of these
presents shall, notwithstanding that such member be then dead or
bankrupt, and whether or not the Company has notice of his death or
bankruptcy, be deemed to have been duly served in respect of any
share registered in the name of such Member as sole or joint holder
unless his name shall at the time of the service of the notice or
document, have been removed from the Company’s Register or Branch
Register as the holder of the share, and such service shall for all
purposes be deemed a sufficient service of such notice or document
on all persons interested (whether jointly with or as claiming
through or under him) in the share.
143. Save as hereinbefore provided, notice of every General Meeting
shall be given to every Member of the Company and to every Director.
WINDING-UP
144. With the sanction of an extraordinary resolution of Members,
any part of the assets of the Company, including any shares in or
securities of other companies, may be divided among the Members of
the Company in specie or may be vested in trustees for the benefit
of such Members, and in liquidation of the Company may be closed and
the Company dissolved, but, so that no Member shall be compelled to
accept any shares whereon there is any liability.
INDEMNITY
145. Subject to the requirements of Section 214 of the Act every
Director, Managing Director, Manager, Officer of the Company shall
be indemnified out of the funds of the Company against all losses or
liabilities incurred by him as such Director, Managing Director,
Manager, Officer or Auditor in or about the execution of his duties
and no Director or other officer shall be liable for any loss which
may be incurred by the Company in execution or in which he is
acquitted or in connection with any application under Section 481 of
the Act in which relief is granted to him by the court.
B SHARES
146. The A Shares shall be subject to the following limitations:
(a) the A Shares shall not carry the right to receive any Dividend
or other profit participation in respect of the Company; and
(b) theA Shares shall not have any voting rights at meetings of the
Members of the Company.
NAMES,POSTAL ADDRESSES &
OCCUPATION OF SUBSCRIBERS
NUMBER OF SHARES
TAKEN BY EACH
SUBSCRIBER SIGNATURE OF
SUBSCRIBERS
1) STEPHEN ARTHUR ATTWELL
P.O. BOX 723
TANGA
TANZANIA
2. Please confirm details
51 A CLASS SHARES
Total Number of Shares ONE HUNDRED (100)
DATED as of this day of , 2014.
WITNESS TO THE EXECUTION BY STEPHEN ARTHUR ATTWELL
Signature...................................…………………………………
Names in Full.................................……………………………
Address………………………………………………………………….
Occupation …NOTARY PUBLIC...............................
WITNESS TO THE EXECUTION BY [Please provide]
Signature...................................…………………………………
Names in Full.................................……………………………
Address………………………………………………………………….
Occupation …NOTARY PUBLIC...............................
THE COMPANIES ACT 2002
(LAWS OF TANZANIA)
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COMPANY LIMITED BY SHARES
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M E M O R A N D U M
AND
ARTICLES OF ASSOCIATION
OF
SIMA BEACH LIMITED
--------------------
(A PRIVATE COMPANY)
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INCORPORATED AS OF THIS DAY OF , 2014
ATZ LAW CHAMBERS
Peugeot House Floor 1,
Upanga Road
P.O. Box 79651
Dar Es-Salaam
Tanzania
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