CHAPTER 55
TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT
[SUBSIDIARY LEGISLATION]
INDEX TO SUBSIDIARY LEGISLATION
ORDERS
(Section 19(3))
G.Ns. Nos.
275 of 1968
445 of 1968
1. This Order may be cited as the Tanzania Sisal Corporation (Divesting of Interests) Order.
2. All the shares in the companies specified in the Schedule hereto are hereby excluded from the operation of subsections (1) and (2) of section 19 of the Tanzania Sisal Corporation (Establishment and Vesting of Interests) Act *.
SCHEDULE
Arnautoglu Enterprises Limited.
Jamhuri Sisal Estates Limited.
Muhinduru Sisal Estate Limited.
Noorani Plantations (Holding) Limited.
Pangani Fibres Limited.
(Section 24(1))
G.Ns. Nos.
266 of 1968
267 of 1968
1. This Order may be cited as the Tanzania Sisal Corporation (Acquisition of Shares) Order.
2. In this Order, unless the context otherwise requires–
"the Act" means the Tanzania Sisal Corporation (Establishment and Vesting of Interests) Act *.
3. It is hereby declared that as from the first day of September, 1968 sixty per centum of the shareholding of each class of shares in the companies set out in the Schedule to this Order shall vest in the Tanzania Sisal Corporation.
SCHEDULE
1. Kizuka Sisal Estate and Ubena-Zomozi Limited Companies in corporated under the Companies Act and having a registered office at Arnautoglu Enterprises Limited. P.O. Box 357, Dar es Salaam.
(Section 24(1))
G.N. No. 358 of 1968
1. This Order may be cited as the Tanzania Sisal Corporation (Acquisition of Shares) Order.
2. It is hereby declared that all the shares in the companies specified in the Schedule hereto and which were not vested in the Corporation by virtue of the provisions of section 19 of the Tanzania Sisal Corporation (Establishment and Vesting of Interests) Act * shall vest in the Tanzania Sisal Corporation with effect from the 1st day of October, 1968.
{mprestriction ids="1,2,3"}
SCHEDULE
Muhesa and Mkumbi Limited.
Sachak Estates Limited.
Toronto Plantations Limited.
Eustace Sisal Estates Limited.
Ubena-Zomozi Limited.
Kizuka Sisal Estates Limited.
Myombo Sisal Estates Limited.
Noorani Plantations Limited.
(Section 24(1))
G.N. No. 446 of 1968
1. This Order may be cited as the Tanzania Sisal Corporation (Acquisition of Shares) (No. 2) Order.
2. It is hereby declared that all the shares in the companies specified in the Schedule hereto and which were not vested in the Corporation by virtue of the provisions of section 19 of the Tanzania Sisal Corporation (Establishment and Vesting of Interests) Act * shall vest in the Tanzania Sisal Corporation with effect from the 31st December, 1968.
SCHEDULE
Muhinduru Sisal Estate (1964) Limited.
Mdaula Estate Limited.
Bombuera Limited.
Kimamba Fibres Limited.
Manzabay Sisal Estate (1963) Limited.
(Section 27(1))
G.N. No. 447 of 1968
1. This Order may be cited as the Tanzania Sisal Corporation (Capitalisation of Loans) Order.
2. It is hereby declared that the amount specified in the third column of the Schedule hereto of a loan or loans made to a company by a lender specified opposite hereto in the first and second columns respectively thereof shall, as from the 30th December, 1968, be regarded as share capital of the company.
SCHEDULE
Company | Lender | Amount |
Muhinduru Sisal Estate (1964) Limited | Muhinduru Sisal Estate Limited | Shs. 237,580/- |
Muhinduru Sisal Estate (1964) Limited | E.G. Kroussaniotakis | Shs. 1,056,120/- |
Muhinduru Sisal Estate (1964) Limited | G.E Kroussaniotakis | Shs. 409,700/- |
Muhinduru Sisal Estate (1964) Limited | Mrs. Alexandra George | Shs. 9,000/- |
Mdaula Estates Limited | Ukima Limited | Shs. 730,000/- |
Kimamba Fibres Limited | James T. Cook & Sons Limited | Shs. 5,209,620/- |
Kimamba Fibres Limited | Centrac Limited | Shs. 475,000/- |
REGULATIONS
(Section 5(6))
G.N. No. 357 of 1967
1. Citation
These Regulations may be cited as the Tanzania Sisal Corporation (Board of Directors) Regulations.
2. Interpretation
In these Regulations, unless the context otherwise requires–
"Act" means the Tanzania Sisal Corporation (Establishment and Vesting of Interests) Act *;
"Chairman" means the Chairman of the Board;
"General Manager" means the General Manager appointed under subsection (4) of section 5 of the Act;
"member" means a substantive member of the Board.
3. Tenure of office of member
A member shall, unless his appointment is sooner terminated by the Minister or he otherwise ceases to be a member, hold office for such period as the Minister may specify in his appointment or, if no such period is specified, for a period of two years from the date of his appointment, and shall be eligible for re-appointment.
4. Resignation by member
Any member may at any time resign by giving notice in writing to the Minister and from the date specified in the notice, if no date is specified, from the date of the receipt by the Minister of the notice, he shall cease to be a member.
5. Alternate members
(1) The Minister may appoint an alternate member in respect of any member and every alternate member so appointed shall, unless his appointment is sooner terminated by the Minister or he otherwise ceases to be a member, hold office for the same period as the member to whom he is an alternate.
(2) An alternate member may at any time resign by giving notice in writing to the Minister and from the date specified in the notice, or if no date is specified, from the date of the receipt by the Minister of the notice, he shall cease to be an alternate member.
(3) An alternate member may attend any meeting from which the member to whom he is an alternate is absent and may exercise thereat all the rights of such member.
(4) Where a member ceases to be a member other than by effluxion of time his alternate, if any may exercise the powers of such member.
6. Absence from meetings
(1) If any member is, without the permission of the Board, absent from more than three consecutive meetings of the Board he shall cease to be a member of the Board.
(2) For the purpose of this regulation a member shall not be deemed to be absent from a meeting if his alternate, if any, attends the meeting.
7. Secretary
There shall be a secretary of the Corporation who shall be appointed by the Minister for such period and on such terms as the Minister may decide.
8. Meetings of the Board
(1) The Board shall normally meet at the principal office of the Corporation and shall meet at least once every six months or more frequently if the business of the Corporation so requires.
(2) Meetings of the Board shall be convened by the Secretary.
(3) Minutes in proper form of each meeting of the Board shall be recorded by the secretary and such minutes shall be submitted to the Board at the following meeting and, if confirmed by the members, shall be signed by the Chairman.
9. Chairman to preside
At any meeting of the Board the Chairman shall preside, or in the absence of the Chairman, the Deputy Chairman shall preside, or if both the Chairman and the Deputy Chairman are absent, the members present shall elect one of their number to be a temporary chairman for the purpose of presiding at that meeting.
10. Delegation of functions
The Board may by resolution delegate to any committee of members or of members and other persons, either generally or in any particular instance, the exercise of any of its functions and the conduct of any of its business.
11. Resolutions
(1) Subject to the provisions of regulation 10 and of any delegation made thereunder, all acts, matters or things authorised or required to be done by the Board shall be decided by resolution at a meeting of the Board at which a quorum is present.
(2) A decision of the majority of the members or alternate members present and voting at a meeting of the Board shall be deemed to be a decision of the Board.
(3) Notwithstanding the provisions of paragraph (1), where the Chairman so directs, a decision may be made by the Board without a meeting by circulation of the relevant papers among all the members and the expression of their views in writing, but any member shall be entitled to require that any such decision be deferred until the subject matter is considered at a meeting of the Board.
12. Casting vote
(1) In the event of an equality of votes, the Chairman shall have a casting vote in addition to his deliberative vote.
(2) Where voting takes place at a meeting of the Board the term "Chairman" for the purposes of this regulation includes the Deputy Chairman or the temporary chairman presiding at the meeting.
13. Quorum
The quorum necessary for any meeting of the Board shall be one-half of the total number of members of the Board, and where there is an uneven number of members, the next whole number above one-half shall constitute a quorum.
14. Seal
The seal of the Corporation shall be affixed by the Chairman, Deputy Chairman or General Manager and witnessed by one other member.
15. Execution of contracts, etc.
All contracts, guarantees, agreements, bonds, authorities, mortgages, charges, bills of exchange, promissory notes, bank drafts, letters of credit, securities and other instruments to which the Corporation is a party, shall be executed on behalf of the Corporation by the General Manager or the assistant general manager and the secretary or the chief accountant or a member:
Provided that the General Manager may in writing delegate his function under this regulation to any officer of the Corporation.
16. Vacancy membership
Subject to the provisions of in regulation 13, the Board may act notwithstanding any vacancy in the membership thereof and no act of the Board shall be invalid by reason only of some defect in the appointment of a person as a member or alternate member.
17. Members may be reimbursed for expenses
The members and the alternate member may, if the Board so determine, be reimbursed for reasonable expenses incurred by them in the course of their duties.
(Section 5(6))
G.N. No. 357 of 1968
1. Citation
These Regulations may be cited as the Tanzania Sisal Corporation (Execution of Instruments Abroad) Regulations.
2. Execution of deeds abroad
(1) The Corporation may, by an authority in writing under its common seal, empower any person either generally or in respect of any matters specified in such authority to execute on its behalf and as its attorney any deed which is required to be executed by the Corporation in any place not situate within the United Republic.
(2) A deed signed on behalf of the Corporation by an attorney duly empowered under this regulation and under his seal shall bind the Corporation and have the same effect as if such deed were the common seal of the Corporation.
3. Use of official seal
(1) Where in the course of performing its functions the Corporation transacts business beyond the limits of the United Republic it may have for use in any state, country or place an official seal which shall be a facsimile of the common seal of the Corporation, with the addition on its face of the name of every state, country or place where it is to be used.
(2) The Corporation may, by authority in writing under its common seal, authorise any person appointed for the purpose in a state, country or place to affix the official seal to any instrument to which the Corporation is a party in that state, country or place and an instrument to which an official seal is duly affixed shall bind the Corporation as if it had been sealed with the common seal of the Corporation.
(3) The authority of a person authorised to affix an official seal of the Corporation shall, as between the Corporation and any other person dealing with it, continue during the period specified in the written authority or, if no period is specified therein, then until notice of the revocation or determination of that authority has been given to such other person.
(4) A person affixing an official seal shall certify on every instrument to which the seal is affixed the date on which and the place at which it is affixed.
4. Other execution provisions not to apply
The provisions of regulation 15 of the Tanzania Sisal Corporation (Board of Directors) Regulations shall not apply to or in respect of the execution of any deed or instrument executed in accordance with the provisions of these Regulations. {/mprestriction}