THE COMPANIES ACT, CAP 212
R.E 2002
COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL
MEMORANDUM AND ARTICLES OF ASSOCIATION OF TTT LTD
{Company Logo}
Incorporated this ………………. Day of ………………. 2020
Drawn
by:
TTT. Ltd,
Tegeta street, Bagamoyo Road,
P.O. Box ……
THE COMPANIES ACT,
CAP 212 R.E OF 2002
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE
CAPITAL MEMORANDUM OF ASSOCIATION OF TTT LIMITED
- The name of the Company is TTT LIMITED
- The registered office of the Company will be situated in the United Republic of Tanzania or elsewhere in the world.
- The objects for which the Company is formed are:-
i) Manufacturing Food products
·
Processing and preserving of
meat
·
Processing and preserving of
fish, crustaceans and molluscs
·
Processing and preserving of
fruit and vegetables
·
Manufacture of vegetable and
animal oils and fats
·
Manufacture of dairy products
·
Manufacture of grain mill
products, starches and starch products
·
Manufacture of grain mill
products
·
Manufacture of starches and
starch products
·
Manufacture of other food
products
·
Manufacture of bakery products
·
Manufacture of sugar
·
Manufacture of cocoa, chocolate
and sugar confectionery
·
Manufacture of macaroni,
noodles, couscous and similar farinaceous products
·
Manufacture of prepared meals
and dishes and Manufacture of other
food product
ii)
To do all or any of the things
or matters aforesaid in any part of the world and either as principals, agents,
contractors, trustees or otherwise and by or through trustees, agents or
otherwise and either alone or in conjunction with others.
iii)
To do all such other things
which are incidental or conducive to the attainment of the above objects
4. The liability of the members is limited
5. Guarantee, Every member of the company undertakes to contribute to the
assets of the company in the event of its being wound up while he is a member,
or within one year afterwards, for payment of the debts and liabilities of the
company contracted before he ceases to be a member, and the costs, charges and
expenses of winding up, and for the adjustment of the rights of the
contributories among themselves, such amount as may be required not exceeding one
million shillings.
WE, the several persons whose names and addresses are subscribed, are desirous
of being formed into a company, in pursuance of this memorandum of association.
Names, Addresses, and
Description of Subscribers
|
Signature
|
JUMAKAN SUSH
P.O.BOX ......
TANZANIA
|
|
BAKROMIT KTROSH
P.O.BOX .....
TANZANIA
|
Dated at ……………………...this …………………day of …………………… 2020
WITNESS to the above Signatures:-
Signature : ……………………………………………………...
Name: ………………………………………………………………..
Postal Address : ………………………………………………………..
Qualification: ………………………………….………………………
THE
COMPANIES ACT (CAP 212 R.E OF 2002)
PRIVATE
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES
OF ASSOCIATION TO A COMPANY PRECEDING
Interpretation
1.
In these articles:-
"The Act" means the Companies Act Cap 212 R.E 2002;
"The articles" means the articles of the company;
"Clear days" in relation to the period of a notice means that
period excluding the day when the notice is given or deemed to be given and the
day for which it is given or on which it is to take effect;
"The seal" the seal of the Company dully authorised by the
Board of Directors, which delegated to General Director.
"Secretary" shall mean any person appointed to perform the
duties of Secretary of the Company;
Expressions referring to writing shall, unless the contrary intention
appears, be construed as including references to printing, lithography,
photograph, and other modes of representing or reproducing words in a visible
form.
Unless the context otherwise requires, words or expressions contained in
these articles shall bear the same meaning as in the Act or any statutory modification thereof in force
at the date at which these articles become binding on the Company.
Members
2.
The number of members with which
the company proposes to be registered not exceed five, but the directors may
from time to time register an increase of members. Currently two members
Names, Addresses, and Description of Subscribers
|
Signature
|
JUMAKAN SUSH
P.O.BOX ......
TANZANIA
| |
BAKROMIT KTROSH
P.O.BOX .....
TANZANIA
|
3.
The subscribers to the memorandum
of association and such other persons as the directors shall admit to
membership shall be members of the company.
General
Meetings
4.
The first general meeting shall be
held at such time, not being less than one month nor more than three months
after the incorporation of the company, and at such place, as the directors may
determine.
5.
A general meeting shall be held
once in every calendar year at such time (not being more than fifteen months
after the holding of the last preceding general meeting) and place as may be
prescribed by the company in general meeting or, in default at such time in the
third month following that in which the anniversary of the company's
incorporation occurs, and at such place as the directors shall appoint. In
default of a general meeting being so held, a general meeting shall be held in
the month next following, and may be convened by any two members in the same
manner as nearly as possible as that in which meetings are to be convened by
the directors.
6.
The general meetings referred to
in regulation 5 shall be called ordinary general meetings and all other general
meetings shall be called extraordinary general meetings.
7.
The Managing director may,
whenever think fit, convene an extraordinary general meeting and extraordinary
general meetings shall also be convened on such requisition in default, may be
convened by such requisitionists, as provided by section 11 of the Act. If at
any time there are not within Tanzania sufficient directors capable of acting
to form a quorum, Managing director with any two members of the company may
convene an extraordinary general meeting in the same manner as nearly as
possible as that in which meetings may be convened by the directors.
Notice
of General Meetings
8.
Subject to the provisions of
section 117(2) of the Act relating to special resolutions, seven days' notice
at the least (exclusive of the day on which the notice is served or deemed to
be served, but inclusive of the day for which notice is given) specifying the
place, the day and the hour of meeting and, in case of special business, the
general nature of that business shall be given in manner hereinafter mentioned,
or in such other manner, if any, as may be prescribed by the company in general
meeting, to such persons as are, under the regulations of the company, entitled
to receive such notices from the company; but 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.
9.
The accidental omission to give
notice of a meeting to, or the non-receipt of notice of a meeting by, any
member shall not invalidate the proceedings at any meeting.
Proceedings
at General Meetings
10.
All business shall be deemed
special that is transacted at an extraordinary meeting, and all that is
transacted at an ordinary meeting, with the exception of the consideration of
the accounts, balance sheets and the ordinary report of the directors and
auditors, the election of directors and other officers in the place of those
retiring by rotation, and the fixing of the remuneration of the auditors.
11.
No business shall be transacted at
any general meeting unless a quorum of members and managing director is present
at the time when the meeting proceeds to business; save as herein otherwise
provided, three members personally present shall be a quorum.
12.
If within half an hour from the
time appointed for the meeting a quorum is not present, the meeting, if convened
upon 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,
and if at the adjourned meeting a quorum is not present within half an hour
from the time appointed for the meeting the members present shall be a quorum.
13.
The chairman or Managing Director,
if any, of the board of directors shall preside as chairman at every general
meeting of the company.
14.
If there is no such chairman or
managing Director, or if at any meeting he is not present within fifteen
minutes after the time appointed for holding the meeting No business shall be
conducted.
15.
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 other than the business
left unfinished at the meeting from which the adjournment took place. When a
meeting is adjourned for ten 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.
16.
At any general meeting a
resolution put to the vote of the meeting shall be decided on a show of hands,
unless a poll is (before or on the declaration of the result of the show of
hands) demanded by at least two members present in person or by proxy entitled
to vote and 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 lost, and an entry to that effect in the book of the
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, that resolution.
17. If a poll is duly demanded it shall be taken in such manner as the
chairman directs, and the result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded.
18. In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place or at
which the poll is demanded, shall be entitled to a second or casting vote.
19. 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 as the chairman of the meeting directs.
Votes of Members
20. Every member shall have one vote.
21. A member of unsound mind, or in respect of whom an order has been made, by
any court having jurisdiction in lunacy, may vote, whether on a show of hands
or on a poll, by his committee, or other legal guardian appointed, and any such
committee, or other legal guardian or other person may, on a poll, vote by
proxy.
22. No member shall be entitled to vote at any general meeting unless all moneys
presently payable by him to the company have been paid.
23. On a poll, votes may be given e ither personally or by proxy: Provided
that no company shall vote by proxy as long as a resolution of its directors in
accordance with the provisions of section 116 of the Act is in force.
24. The instrument appointing a proxy shall be in writing under the hand of
the appointer or of his attorney duly authorised in writing or, if the appointer
is a corporation either under the seal, or under the hand of an officer or
attorney so authorised. A proxy need not be a member of the company.
25. The instrument appointing a proxy and the power of attorney or other
authority, if any, under which it is signed or a notarially certified copy of
that power or authority shall be deposited at the registered office of the
company not less than seventy-two hours before the time for holding the meeting
or adjourned meeting at which the person named in the instrument proposes to
vote, and in default the instrument of proxy shall not be treated as valid.
26. An instrument appointing a proxy may be in the following form, or any
other form which the directors shall approve– ".........................
Company, Limited. I, .................................., of
.........................................., in the District of
......................................., being a member of the
..................................... Company, Limited, 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 .................,
20........ Signed this ....................... day of .....................,
20........ and at any adjournment thereof.
27. The instrument appointing a proxy shall be deemed to confer authority to
demand or join in demanding a poll.
Corporations Acting by Representatives at Meetings
28. Any corporation which is a member of the company may by resolution of
its directors or other governing body authorise such person as it thinks fit to
act as its representative at any meeting of the company and the person so authorised
shall be entitled to exercise the same powers on behalf of the corporation
which he represents as that corporation could exercise if it were an individual
member of the company.
Directors
29. The biggest shareholder shall be a chairperson of board of Director of
she/he may appointed anyone among the director to be chairperson of board
30. We shall have Director General
who is in charge of all company Activities assisted by other directors
31. The number of directors and the names of the first directors shall be determined
in writing by a majority of the subscribers to the memorandum.
32. The remuneration of the directors shall from time to time be determined
by the company in general meeting.
Powers and Duties of Directors
33. The business of the company shall be managed by the directors, who may pay
all expenses incurred in getting up and registering the company, and 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 any regulation of these articles, to the provisions of the Act,
and to such regulations being not inconsistent with the aforesaid regulations
or provisions, as may be prescribed by the company in general meeting; but no
regulation made by the company in general meeting shall invalidate any prior
act of the directors which would have been valid if that regulation had not
been made.
34. The directors shall cause minutes to be made in books provided for the purpose–
(a) of all appointments of officers made by the
directors;
(b) of the names of the directors present at each
meeting of the directors and of
any committee of the directors;
(c) of all resolutions and proceedings at
all meetings of the company, and of the
directors, and of committees of
directors, and every director present at any meeting of directors or committee
of directors shall sign his name in a book to be kept for that purpose.
The Seal
35. The seal of the company shall not be affixed to any instrument except by
the authority of a resolution of the board of directors, and in the presence of
a Director General and of the secretary or such other person as the directors
may appoint for that purpose; and that Director General or other person as aforesaid
shall sign every instrument to which the seal of the company is so affixed in
their presence.
Disqualifications of Directors
36. (1)The office of director shall be vacated, if the director–
(a) without the consent of the company in general
meeting holds any other office of profit under the company; or
(b) becomes bankrupt; or
(c) becomes prohibited from being a director by
reason of any order made under section 213 or 269 of the Act;
(d) is found lunatic or becomes of unsound mind;
or
(e) resigns his office by notice in writing to
the company;
(f) is directly or indirectly interested in any
contract with the company and fails to
declare the nature of his interest
in manner required by section 150 of the Act;
(g) is punished with imprisonment for a term
exceeding six months without the
option of a fine.
(2) A director shall not vote in
respect of any contract in which he is interested or any matter arising there
out, and if he does so vote his vote shall not be counted.
Rotation of Directors
37. At the first ordinary general meeting of the company the whole of the
directors shall retire from office.
38. The Managing Director shall be appointed by majority shareholder after
every 5 years and eligible for re-election.
39.
A retiring director shall be
eligible for re-election.
40.
The company at the general meeting
at which a director retires in the manner aforesaid may fill up the vacated
office by electing a person thereto and in default the retiring director shall
be deemed to have been re-elected unless at such meeting it is resolved not to
fill up such vacated office.
41.
The company may from time to time in
general meeting increase or reduce the number of directors, and may also
determine in what rotation the increased or reduced number is to go out of
office.
42.
Any casual vacancy occurring in
the board of directors may be filled up by the directors but the person so
chosen shall be subject to retirement at the same 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.
43.
The directors shall have power at
any time, and from time to time, to appoint a person as an additional director
who shall retire from office at the next following ordinary general meeting,
but shall be eligible for election by the company at that meeting as an
additional director.
44.
The company may by extraordinary
resolution remove any director before the expiration of his period of office,
and may by an ordinary resolution appoint another person in his stead. The
person so appointed shall be subject to retirement at the same 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 Directors
45.
The directors may meet together
for the dispatch of business, adjourn and otherwise regulate their meetings, as
they think fit. Questions arising at any meeting shall be decided by a majority
of votes. In case of an equality of votes the chairman shall have a second or
casting vote. A director may, and the secretary on the requisition of a
director shall, at any time summon a meeting of the directors.
46.
The quorum necessary for the
transaction of the business of the directors may be fixed by the directors, and
unless so fixed shall, when the number of directors exceeds three, be three and
shall, when the number of directors does not exceed three, be two.
47.
The continuing directors may act
notwithstanding any vacancy in their body but, if and so long as their number
is reduced below the number fixed by or pursuant to the regulations of the
company as the necessary quorum of directors, the continuing directors may act
for the purpose of increasing the number of directors to that number, or of
summoning a general meeting of the company, but for no other purpose.
48.
The directors may delegate any of
their powers to committees consisting of such member or members of their body
as they think fit; any committee so formed shall, in the exercise of the powers
so delegated, conform to any regulations that may be imposed on them by the
directors.
49.
All acts done by any meeting of
the directors or of a committee of directors, or by any person acting as a
director shall, notwithstanding that it is afterwards discovered that there was
some defect in the appointment of any such directors or person acting as
aforesaid, or that they or any of them were disqualified, be as valid as if
every such person had been duly appointed and was qualified to be a director.
Accounts
50.
The Managing directors shall cause
proper books of account to be kept with respect to–
(a) all sums of money received
and expended by the company and the matters in
respect of which the receipt and expenditure takes place;
(b) all sales and purchases of
goods by the company; and
(c) the assets and liabilities of
the company.
51.
The books of account shall be kept
at the registered office of the company, or at such other place or places as
the directors think fit, and shall always be open to the inspection of
directors.
52.
The directors shall from time to
time determine whether and to what extent and at what times and places and
under what conditions or regulations the accounts and books of the company or
any of them shall be open to the inspection of members not being directors and
no member (not being a director) shall have any right of inspecting any account
or book or document of the company except as conferred by statute or authorised
by the directors or by the company in general meeting.
53.
The directors shall from time to
time in accordance with section 123 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.
54.
The profit and loss account shall
show, arranged under the most convenient heads, the amount of gross income,
distinguishing the several sources from which it has been derived, and the
amount of gross expenditure, distinguishing the expenses of the establishment,
salaries and other like matters. Every item of expenditure fairly chargeable
against the year's income shall be brought into account, so that a just balance
of profit and loss may be laid before the meeting and, in cases where any item
of expenditure which may in fairness be distributed over several years has been
incurred in any one year, the whole amount of such item shall be stated, with
the addition of the reasons why only a portion of such expenditure is charged
against the income of the year.
55.
A copy of every balance sheet
(including every document required by law to be annexed thereto) which is to be
laid before the company in general meeting together with a copy of the
auditor's report shall, not less than seven days before the date of the
meeting, be sent to all persons entitled to receive notices of general meetings
of the company.
Audit
56.
Auditors shall be appointed and
their duties regulated in accordance with sections 132, 133 and 134 of the Act.
Notices
57.
(1) A notice may be given by the
company to any member either personally or by sending it by post to him to his
registered address, or (if he has no registered address within Tanzania) to the
address, if any, within Tanzania supplied by him to the company for the giving
of notices to him.
(2) Where a notice is sent by
post, service of the notice shall be deemed to be effected by properly
addressing, prepaying and posting a letter containing the notice and unless the
contrary is proved, to have been effected at the time at which the letter would
be delivered in the ordinary course of post.
58.
If a member has no registered
address within Tanzania and has not supplied to the company an address within
Tanzania for the giving of notices to him, a notice addressed to him and
advertised in a newspaper circulating in the neighbourhood of the registered
office of the company, shall be deemed to be duly given to him on the day on
which the advertisement appears.
59.
Notice of every general meeting
shall be given in some manner hereinbefore authorised to every member except
those members who (having no registered address within Tanzania) have not
supplied to the company an address within Tanzania for the giving of notices to
them. No other person shall be entitled to receive notices of general meetings.
member shall be entitled to receive any notice from the Company
Winding
Up
60.
With the sanction of a Special Resolution of the Shareholders,
any part of the assets of the Company including any shares in other companies
may be divided between the member of the Company or may be vested in Trustees
for the benefit of such members and the liquidation of the Company may be
closed and the Company dissolved but so that all member shall be compelled to
accept any shares whereupon there is any liability.
Indemnity
61.
Every Director, Managing Director ,Agent, Auditor, Secretary
and other officer for the time being of the Company shall be indemnified out of
the assets of the Company against any liability incurred by him to defending
any proceedings, whether civil or criminal, in which judgments is given in his
favour or in which he is acquitted or in connection with any application in
which relief is granted to him by the Court
Alteration or Additions
62.
subject to the provision of the Act and to those contained in
the Memorandum of Association of the Company may by special resolution make
alteration or addition so made shall be as valid and effectual as if originally
contained in those Articles and be subject in like manner to alteration by
special resolution.
Arbitration
63.
If and whenever any dispute or difference shall arise between
the Company and any of the members or their respective representative touching
upon the construction or meaning of any of the Articles herein contained or any
act matter or thing made or done or omitted to be done or with regard to the
rights or liabilities arising there under or arising out of the relation
existing between the parties by reason of these Articles or the Act, such
differences shall (unless a sole arbitrator be agreed upon) forthwith be
referred to the arbitration of three (3) arbitrators, one to be appointed by
each party and the third to be appointed by the first two or, in the event of
failure to agree within thirty(30) days the procedure laid down in the
Arbitration Act ,Cap.15 R.E 2002 or any then existing statutory modifications
or re-enactments thereof shall apply.
1. JUMAKAN SUSH (Director General) Signature …………………..
2. BAKROMIT KATROSH (Director of Finance) Signature …………………..
3.NATALIA FUKRUDESH (Company Secretary) Signature …………………..
Dated at ………………………...this
…………………day of …………………… 2020
WITNESS to
the above Signatures:-
Signature……………………………………
Name …………………………………………………………..
Postal Address …………………………………………………………..
Qualification:
…………………………………….…………………………
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