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- Jul 24, 2018
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Mahakama Kuu imewaamuru ndugu wawili na wakurugenzi wa Kampuni ya Saruji ya Dar es Salaam Cement Co. Limited kumlipa mwenyekiti wao na Mkurugenzi Mtendaji, Pardeep Hans, zaidi ya Tsh. Bilioni 10 kwa kumfukuza katika kampuni hiyo kinyume cha sheria na kuiuza kwa Kampuni ya Amsons Industries (T) Limited.
Uamuzi huo umefikiwa na Jaji Amir Mruma kufuatia kesi iliyofunguliwa na Bw Hans ambaye alikuwa mwanahisa mkubwa wa kampuni hiyo dhidi ya ndugu wawili Merey Saleh na Ismail Saleh.
Mfanyabiashara huyo aliwakilishwa katika shauri hilo na wakili Joseph Rutabingwa. Mahakama ilitamka kuwa uuzwaji na uhamishaji wa kiwanja kilichoko Mbagala Industrial Area hadi Amsons Industries na ndugu hao wawili na Kampuni ya Saruji ulikuwa batili.
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The High Court has ordered two brothers and directors of the Dar es Salaam Cement Co. Limited to pay their chairman and managing director, Mr Pardeep Hans, over Sh10 billion for unlawfully expelling him from the company and selling it to Amsons Industries (T) Limited.
The decision was reached by Judge Amir Mruma following a lawsuit filed by Mr Hans, who was the majority shareholder of the company, against the two brothers, Merey Saleh and Ismail Saleh.
The businessman was represented in the suit by advocate Joseph Rutabingwa. The court declared that the sale and transfer of the landed property situated at Mbagala Industrial Area to Amsons Industries by the two brothers and the Cement Company were null and void.
The court said the evidence adduced in court has proved that the alleged sale did not follow the procedure and law.
“It was conducted by the minority shareholders without involving the chairman, managing director, or majority shareholder of the company,” said the judge.
Judge Mruma sniffed out fraud in the transaction, notably the move by the two brothers to file another case and subsequently obtain a deed of settlement decree, which left the court in doubt.
“These acts were done without involving the plaintiff as the managing director and majority shareholder of the Dar-es-Salaam Cement Company. It is these acts and conducts of Merey Saleh and Ismail Saleh that may border on fraudulent acts,” he said. Judge Mruma also ordered the two brothers to pay the plaintiff Sh72 million, which is the amount paid to the Tanzania Revenue Authority (TRA) in the form of taxes towards the transfer of shares to him.
He also ordered each of the respondents to pay the businessman Sh1 billion, which was the amount paid to them for the purchase of the shares.
He further directed the two brothers to pay the plaintiff Sh5.25 billion as part of the share purchase price, which was to be realised from dividends due to him. He also directed them to pay Sh3 billion as a refund of the money paid to Exim Bank (T) Limited in discharge of a loan advanced to the cement company.
The judge had to determine some issues, including whether the agreement for the sale of and transfer of part of the shares held by the two brothers to the plaintiff was subject to any pre-conditions and if they were met.
He also considered whether the credit facilities extended by Exim Bank and guaranteed by the plaintiff as primary obligor were utilised for the benefit of the Dar es Salaam Cement Company and whether the decision made by the company in the absence of the plaintiff was valid.
The judge also considered whether Amson Industries Limited lawfully acquired the land property of the Cement Company at Mbagala Industrial Areas and what relief the parties were entitled to.
In his recent judgement, Judge Mruma found that the agreement for the sale and transfer of part of the shares was subjected to some conditions and not pre-conditions, as the defendants wanted the court to believe.
“The alleged requirement of substantial investment before the sale of shares to the plaintiff does not feature anywhere in the evidence adduced in this court. Both Merey Saleh and Ismail Saleh admitted that they signed all documents exhibiting the sale and transfer of the shares to the plaintiff, “he said.
It was his finding that Amsons Industries acquisition of the Cement Company’s property at Mbagala Industries was unlawful.
Mr Hans had claimed to have been ordered to vacate the premises and hand over the operations to the owner of the factory based on an ex-parte order that was issued against him and Exim Bank on November 24, 2011.
Following his removal from operations of the company, on November 7, 2012, Merey Saleh and Ismail Saleh, without involving the plaintiff, allegedly sold the landed property of Dar es Salaam Cement Company Limited, which included the offices and factory at Mbagala Industrial Areas, to Amsons Industries Limited.
THE CITIZEN
Uamuzi huo umefikiwa na Jaji Amir Mruma kufuatia kesi iliyofunguliwa na Bw Hans ambaye alikuwa mwanahisa mkubwa wa kampuni hiyo dhidi ya ndugu wawili Merey Saleh na Ismail Saleh.
Mfanyabiashara huyo aliwakilishwa katika shauri hilo na wakili Joseph Rutabingwa. Mahakama ilitamka kuwa uuzwaji na uhamishaji wa kiwanja kilichoko Mbagala Industrial Area hadi Amsons Industries na ndugu hao wawili na Kampuni ya Saruji ulikuwa batili.
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The High Court has ordered two brothers and directors of the Dar es Salaam Cement Co. Limited to pay their chairman and managing director, Mr Pardeep Hans, over Sh10 billion for unlawfully expelling him from the company and selling it to Amsons Industries (T) Limited.
The decision was reached by Judge Amir Mruma following a lawsuit filed by Mr Hans, who was the majority shareholder of the company, against the two brothers, Merey Saleh and Ismail Saleh.
The businessman was represented in the suit by advocate Joseph Rutabingwa. The court declared that the sale and transfer of the landed property situated at Mbagala Industrial Area to Amsons Industries by the two brothers and the Cement Company were null and void.
The court said the evidence adduced in court has proved that the alleged sale did not follow the procedure and law.
“It was conducted by the minority shareholders without involving the chairman, managing director, or majority shareholder of the company,” said the judge.
Judge Mruma sniffed out fraud in the transaction, notably the move by the two brothers to file another case and subsequently obtain a deed of settlement decree, which left the court in doubt.
“These acts were done without involving the plaintiff as the managing director and majority shareholder of the Dar-es-Salaam Cement Company. It is these acts and conducts of Merey Saleh and Ismail Saleh that may border on fraudulent acts,” he said. Judge Mruma also ordered the two brothers to pay the plaintiff Sh72 million, which is the amount paid to the Tanzania Revenue Authority (TRA) in the form of taxes towards the transfer of shares to him.
He also ordered each of the respondents to pay the businessman Sh1 billion, which was the amount paid to them for the purchase of the shares.
He further directed the two brothers to pay the plaintiff Sh5.25 billion as part of the share purchase price, which was to be realised from dividends due to him. He also directed them to pay Sh3 billion as a refund of the money paid to Exim Bank (T) Limited in discharge of a loan advanced to the cement company.
The judge had to determine some issues, including whether the agreement for the sale of and transfer of part of the shares held by the two brothers to the plaintiff was subject to any pre-conditions and if they were met.
He also considered whether the credit facilities extended by Exim Bank and guaranteed by the plaintiff as primary obligor were utilised for the benefit of the Dar es Salaam Cement Company and whether the decision made by the company in the absence of the plaintiff was valid.
The judge also considered whether Amson Industries Limited lawfully acquired the land property of the Cement Company at Mbagala Industrial Areas and what relief the parties were entitled to.
In his recent judgement, Judge Mruma found that the agreement for the sale and transfer of part of the shares was subjected to some conditions and not pre-conditions, as the defendants wanted the court to believe.
“The alleged requirement of substantial investment before the sale of shares to the plaintiff does not feature anywhere in the evidence adduced in this court. Both Merey Saleh and Ismail Saleh admitted that they signed all documents exhibiting the sale and transfer of the shares to the plaintiff, “he said.
It was his finding that Amsons Industries acquisition of the Cement Company’s property at Mbagala Industries was unlawful.
Mr Hans had claimed to have been ordered to vacate the premises and hand over the operations to the owner of the factory based on an ex-parte order that was issued against him and Exim Bank on November 24, 2011.
Following his removal from operations of the company, on November 7, 2012, Merey Saleh and Ismail Saleh, without involving the plaintiff, allegedly sold the landed property of Dar es Salaam Cement Company Limited, which included the offices and factory at Mbagala Industrial Areas, to Amsons Industries Limited.
THE CITIZEN
