In Re: Nico Ltd (MISC. APPLICATION NO. 33 OF 1995) [1995] UGHCCD 6 (30 October 1995)

THE REPUBLIC OF UGANDA IN THE HIGH COURT OF UGANDA AT JINJA

MISC. APPLICATION NO. 33 OF 1995

IN THE MATTER OF THE COMPANIES ACT

AND

IN THE MATTER OF NICO LTD

AND

IN THE MATTER OF APPLICATION BY:

1. KAKAIRE KIRUNDA

2. REHEMA KYABWE

FOR RECTIFICATION OF THE COMPANIES REGISTER BEFORE: THE HON. JUSTICE C. M. KATO

RULING

This is an application by exparte chamber summons dated 4-9-95, it was made under the provisions of sections 118 and 135 of the Companies Act and Order 34A rule 6 of the Civil Procedure Rules. By their application the two applicants: Kakaire Kirunda and Rehema Kyabwe are asking the court to make an order rectifying the register of members and directors of a company known as NICO Ltd so that these two applicants are registered as share holders and directors of that company. They are also asking this court to allow them to call for and hold a general meeting of that company.

The back ground of this application is rather interesting as may be seen from the facts as outlined below. According to the affidavits of the two applicants and according to the chamber summons sometime on 25-10-78 a company known as NICO Ltd was incorporated by two men Ausi Kirunda and Leo Semakula who were the only shareholders of the company. On 16-12-78 Ausi Kirunda died, in the same year (1978) Leo Senakula disappeared and has never been heard of ever since. Alimansi Menya Kirunda took out letters of administration in respect of the estate of Ausi Kirunda and he continued to work as the director of NICO Ltd. Later on Alimansi Menya Kirunda also died and the present applicants obtained letters of administration for

the estate of Alimansi Menya Kirunda.

It is with this back ground in mind that the two applicants want the register rectified so that they continue managing the company, they being now the shareholders in place of Ausi Kirunda who was later replaced by Alimansi Menya Kirunda on the latter's demise.

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Mr. Masiga who appeared for the two applicants argued that this was a proper case to have the register rectified and he relied on the case of: In the matter of Kasita Estate Itd (1982)HCB 107.

I have carefully considered the matter and I am satisfied with the contents of the affidavits of the two applicants and I find that it is equitable and in the interests of the management of NICO Ltd to have the two applicants registered as members or shareholders of that company and to permit them to call the general meeting of that company. The application is accordingly granted and it is hereby ordered that the company register be rectified by registering the two applicants Kakaire Kirunda and Rehena Kyabwe as shareholders of that company. It is further ordered that the two applicants shall constitute a quorum for a general meeting and may act as directors of that company. The costs of this application shall be met from the company's assets. So I order. (The case of: In the matter of Kasita Estate Ltd (1982) HCB 107 followed)

> C. M. KATO JUDGE $30 - 10 - 95$