In the matter of Old Mutual Life Assurance Uganda Limited (Miscellaneous Cause No. 74 of 2024)
Observed later treatment
No later-treatment classification is recorded for this judgment.
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Holding
Court granted leave to the applicant company to call and conduct shareholders meetings without the requisite quorum to enable continuity of business. Three shareholders had been untraceable since the 1972 expulsion of Asians from Uganda. Their absence prevented compliance with regulatory requirements for company registration. Court held that where it is impracticable to conduct meetings in the prescribed manner, section 138 of the Companies Act empowers the court to direct meetings be held in such manner as it thinks fit to overcome practical difficulties that would otherwise stymie the company's affairs.
Outcome
Application granted with leave to hold shareholders meeting without requisite quorum
Facts
Old Mutual Life Assurance Uganda Limited was incorporated in 1971 as United Assurance Company Limited with both Ugandan and Indian shareholders. Following the 1972 expulsion of Asians from Uganda, three Indian shareholders—Dulubhai Lad, KV Varghese, and MB and LM Tanna—left the country and their whereabouts became unknown. The company maintained these shareholders on its register over the years using their original postal addresses, which later became inactive and were reassigned. In 2023, the Uganda Registration Service Bureau issued a directive requiring all companies to update their data on the online Business Registration System with full identification and contact details of all shareholders. The applicant company was unable to comply because it lacked current identification and contact details for the three missing shareholders. The company's operations were stifled by its inability to meet regulatory compliance requirements under the Companies Act. The company sought court directions to enable it to conduct its affairs and continue in business.
Issues
- Whether the court should grant leave to the applicant company to hold a shareholders meeting and pass resolutions without the requisite quorum where three shareholders have been untraceable since 1972.
- Whether the court has jurisdiction under section 138 of the Companies Act to authorise sale of shares of untraceable shareholders and vest proceeds with the Administrator General.
Orders
- The applicant is hereby granted leave to call, hold and or conduct a shareholders meeting of the company without the requisite quorum and pass necessary resolutions for the continuity of the applicant in business.
- No order as to costs.
Rules and key headnotes
Legislation cited (4)
- Companies Act No. 1 of 2012 s.138(1)
- Companies Act s.119(4)
- Civil Procedure Act s.98
- Civil Procedure Rules O.38 r.5(d)
Cases cited (3)
- Nyanza Mines Ltd Vs Registrar of Companies and Bridge of Balgie Limited MA No.684 of 2019
- Ghalib Hussain & Abdul Sattar v Wycombe Islamic Mission and Mosque Trust Limited & Tasawar Iqbal [2011] EWHC 971 (Ch)
- Al Shaffi Investments Group LLC Company Cause No. 20 of 2012
Full judgment
The original judgment as reported. Read the original PDF before relying on any passage.