Swahili African Company LTD
Swahili African Company LTD
OF
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(o) To acquire any assets or any movable or
immovable property.
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(x) To enter into any arrangements with any
Government or Authorities (Supreme Municipal
Local or otherwise) or any companies firms or
persons that may seem conducive to the
attainment of the Company's objects or any of
them and to obtain from any such government
authority company firm or person any charters
contracts decrees rights privileges and
concessions which the Company may think
desirable and to carry out exercise and comply
with any such charters contracts decrees rights
privileges and concessions.
RUTTU.JEREMIAH
BUNANGO
P.O.BOX 10288
MWANZA.
AMANI.JONAS NYABUZOKI
P.O.BOX 2908
MWANZA
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Dated this ......... day of................ 2013
Name: ……………………………………………………………………
Signature: ………………………………
Title: …………………………………………………………
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THE COMPANIES ACT (CAP. 212)
……………………………………………
A PRIVATE COMPANY LIMITED BY SHARES
…………………………………………
ARTICLES OF ASSOCIATION
OF
JOBS TANZANIA COMPANY LIMITED
PRELIMINARY
1. The Regulation contained in Table A in the First Schedule
to the Companies Act (Cap. 212) shall not apply to this
Company except in so far as the same are repeated or
contained in these Articles.
INTERPRETATION
2. in this regulation:-
a. Words denoting the singular number shall include the plural
number and vice versa;
d. The Company" shall mean " SWAHILI AFRICAN COMPANY (T) LIMITED ”
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l. "The Seal" means the Common Seal of the Company
m. "The Act" shall mean the Companies Act act (Cap. 212) or any
statutory re-enactment of modification thereof for the time
being in force, and reference to any section or provision
of the Ordinance shall include a reference of any statutory
re-enactment or modification of such section or provision
for the time being in force;
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SHARE CAPITAL AND VARIATION OF RIGHTS
CERTIFICATES
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6. If any such certificate shall be worn out defaced,
destroyed or lost, it may be renewed on such evidence being
produced, as the Directors shall require, and in case of
wearing out or defacement on delivery of the old
certificate and in case of destruction or loss on execution
of such indemnity. In case of destruction or loss the
member to whom such renewed certificate is given shall also
bear and pay to the company all expenses incidental to the
investigation by the company of such destruction or loss
and to such indemnity.
LIEN
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10. A). To give effect to any such sale the Directors may
authorise some person to transfer the shares sold to the
purchaser thereof. The purchaser shall be registered as
the holder of the shares comprised in any such transfer,
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.
CALL ON SHARES
11. The Directors may from time to time make calls upon the
Members in respect of any money unpaid on their shares
(whether on account of the nominal value 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 be payable at less than one month from the date
fixed for payment of the past preceding call and each
member shall (subject to receiving at least fourteen days’
notice specifying the time or times and place of payment)
pay to the Company at the time or times and places so
specified the amount called on his shares. A call may be
revoked or postponed as the Directors may determine.
12. A call shall be deemed to have been made at the time when
the resolution of the Directors authorising the call was
passed and may be required to be paid by instilments.
17. The Directors may, if they think fit, receive from any
member willing to advance the same, all or any part of the
money 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 payable) pay
interest at such rate not exceeding (unless the company in
General Meeting shall otherwise direct) 5 per centum per
annum, as may be agreed upon between the Directors and the
member paying such sum in advance.
TRANSFER OF SHARES
TRANSMISSION OF SHARES
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or elect to have some person nominated by him registered
as the transferee thereof.
FORFEITURE OF SHARES
30. If any member fails to pay the whole or any part of any
call on or before the day appointed for the payment thereof
the Directors may forfeit at any time thereafter during
such time as the call, or any part thereof, remains unpaid,
serve a notice on him requiring him to pay such call, or
such part thereof as remains unpaid together with any
accrued interest, and any expenses incurred by the company
by reason of such non-payment.
31. The notice shall name a further day (not being less than
fourteen days from the date of the notice) on or before
which such call, or any part thereof as aforesaid, and all
such interest and expenses as aforesaid, are to be paid.
It shall also name the place where payment 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 will be liable to be
forfeited.
34. Where any share has been forfeited in accordance with these
Articles, notice of the forfeiture shall forthwith be given
to the holder of the shares, or the person entitled to be
holder of the shares, by transmission, as the case maybe,
and an entry of such notice having been given, and of the
forfeiture with the date thereof, shall forthwith be made
in the register opposite to the entry of the share; but no
forfeiture shall be in any manner invalidated by any
omission or neglect to give such notice or to make such
entry as aforesaid.
INCREASE OF CAPITAL
42. Unless otherwise stated the terms of the issue of the new
shares shall be subject to the same provisions with
reference to the payment of calls, lien transfer,
transmission, forfeiture, and otherwise as the original
capital.
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ALTERATION OF CAPITAL
BORROWING POWERS
45. The Directors may exercise all the powers of the company
to borrow money and to mortgage or charge its undertaking,
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.
GENERAL MEETINGS
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53. Declaration or result of the show of hands, demanded by a
member present in person or by proxy and entitled to vote,
and, unless a poll is so demanded, a declaration by the
Chairman that a resolution has 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 proceedings of the company, shall be
conclusive evidence of the fact without proof of the number
of proportion of the votes recorded in favour of or against
such resolution.
VOTES OF MEMBERS
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60. 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.
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JOBS TANZANIA COMPANY LIMITED
I/We……………………………………………of…………………………………………being……………………………………… a
Member of ………………………………………………… hereby appoint …………………………………………
Of ……………………………………………… as my proxy to vote for me and on my behalf
at the ordinary (or Extraordinary, as the case may be) General
Meeting of the Company to be held ………………………………………… on the day
of ………………………………………… and at any adjournment thereof.
I/We…………………of………………………….,being……………………………a member/members of
JOBS TANZANIA COMPANY LIMITED, hereby
appoint………………………………….Of …………………………………….or failing him, of
as my/our proxy to vote for me/us on my/our behalf at the
[annual or extraordinary, as the case may be] general meeting
of the Company to be held on the day
of 20……and at any adjournment thereof.
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DIRECTORS
1. NJKDKLDSKK
2. MHJWYUUWI
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POWERS AND DUTIES OF DIRECTORS
75. The Directors may arrange that any branch of the business
carried on by the Company or any other business in which the
Company may be interested shall be carried on by or through
one or more subsidiary companies, and they may on behalf of
the company make such arrangements as they think advisable
for taking the profits or bearing the loss of any branch or
business so carried on or for financing, assisting or
subsidising any such subsidiary company or guaranteeing its
contract, obligation or liabilities, and it may appoint,
remove and re-appoint any persons (whether members of its own
body or not) to act as directors or managing directors or
managers of any such company or any other company in which
the company may be interested and may determine the
remuneration (whether by way of salary, commission or profits
or otherwise) of any person so appointed and any Directors of
the company may retain any remuneration so payable to them.
76. The Directors may from time to time and at any time by
power of attorney under the 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 discretion (not exceeding those
vested in or exercisable by the Board under these Articles)
and for such period and subject to such conditions as they
may think fit, and any 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 authorise any such attorney to sub-delegate all or
any of the powers, authorities and discretion vested in him.
DISQUALIFICATION OF DIRECTORS
(g) Shall for more than six months have been absent without
permission of the Directors, from meeting of the
Directors held during that period.
ROTATION OF DIRECTORS
88. The Directors 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
Directors, but so that the total number of Directors shall
not at any time exceed the number fixed in accordance with
these regulations. 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.
ALTERNATE DIRECTORS
PROCEEDINGS OF DIRECTORS
96. The Board will appoint the General Manager and such number
off persons as it may think fit to assist such person in the
efficient, effective and economic administration and
management of the day to day affairs of the Company.
98. The Board may entrust to and confer upon a General Manager
any of the powers exercisable by them upon such terms and
condition and with such restrictions as they may think fit and
whether collaterally with or to the exclusion of their own powers
and may from time to time revoke, withdraw, alter or vary all or
any of such powers.
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99. The Board may from time to time appoint a General Manager or
Managers of the business of the company for such terms and on
such remuneration (whether by way of salary or commission or
participation in profits or partly in one and partly in another)
as they may think fit, and may remove and discharge any such
person and appoint a substitute. The Board shall take such
security, if any, for the conduct and satisfactory discharge of
the duties of any such General Manager as they shall, in their
discretion, think sufficient.
101. The Board may delegate any of its powers, other than its
power to borrow and make calls, to committees, consisting of
such member or members of its body as it thinks fit, and
committees so formed shall in the exercise of the powers so
delegated conform to any regulations that may be imposed on
it by the Directors. The Board subject to the approval of the
general meeting may make regulations for smooth running of the
company.
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105. A meeting of the Directors at which a quorum is present
shall be competent to exercise all powers and discretion for
the time being exercisable by the Directors, with a simple
majority. All regulations guiding a general meeting will
apply to the Board mutatis mutandis.
DIVIDENDS
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(a) it shall have been sanctioned by resolution of the
company in General Meeting;
111. The Directors may if they think fit from time to time pay to
the members in respect of those shares in the capital of the
company which confer on the holders thereof deferred rights
as well as in respect of those shares which confer on the
holders thereto preferential rights with regard to dividend
such interim dividends as appear to the Directors to be
justified by the profits of the company, and provided that the
Directors act bona fide they shall not incur any responsibility
to the holders of shares conferring a preference for any damage
that they may suffer by reason of the payment of an interim
dividend on any shares giving deferred rights.
The Directors may also pay yearly or at other suitable
intervals to be settled by them any dividend, which may be,
payable at a fixed rate if they are of the opinion that profits
justify the payment.
112. The Directors 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 or otherwise.
113. The Directors may retain any dividends and bonuses payable
on shares on which the Company has a lien and may apply the
same in or towards satisfaction of the liability in respect
of which the lien exists.
RESERVES
118. A General Meeting may resolve that any surplus money arising
from the accretion of any capital assets of the company, or
any investment representing the same, or any other
undistributed profits of the company not subject to charge for
income tax, be distributed among the members upon the footing
of the value so fixed in order to adjust the rights of the
members so that they receive the same as capital.
ACCOUNTS
THE SEAL
AUDIT
125. Once at least in every year the accounts of the company shall
be examined, and the correctness of the profit and loss account
and balance sheets ascertained by one or more auditor or
auditors.
SECRETARY
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{c) the sole director of a corporation which is the sole director
of the Company.
WINDING UP
130. If the company shall be wound up, the liquidator may, with
the sanction of an extraordinary resolution of the company and
any other sanction required by the Ordinance, if any, and having
due regard to the respective rights of the holders of different
classes of shares to which special rights are attached, divided
amongst the members in specie or kind the whole or any part of
the assets of the company and may for such purposes set such value
as he deems fair upon any property to be divided as aforesaid and
may determine how such division shall be carried out as between
the members or different classes of members.
ARBITRATION
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INDEMNITY
Name: ……………………………………
Signature: ………………………………
Title: ……………………………
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