THE REPUBLIC OF UGANDA

IN THE HIGH COURT OF UGANDA AT MBARARA

HCT-05-CV-MA-116-2014

IN THE MATTER OF THE COMPANIES ACT 2012

AND

IN THE MATTER OF M/S MBARARA COMMUNITY HOSPITAL LTD

AND

IN THE MATTER OF AN APPLICATION BY DR. NATHAN KAREMA

BEFORE HON. JUSTICE DAVID MATOVU

RULING

[1]   This is an exparte application brought by chamber summons under           section 142 of the companies Act 2012, section 98 of the civil           procedure Act Order 38 Rule 6 (h) of the Civil Procedure Rules           seeking for orders of this court that an Extra- ordinary General           meeting of the company be duly convened with Dr. Nathan Karema           constituting the quorum.

[2]   The facts surrounding this application can be deduced from the affidavit         of Dr. Nathan Karema deponed on the 4^th day of June, 2014 in support         of this application and briefly they are as follows:-

         1.  That M/S Mbarara Community Hospital limited (thereinafter                 referred to as “the company”) was incorporated on the 11^th day                of June, 2003

         2. At the time of incorporation the company had five (5)                shareholders listed herein below:-

             (i)    Nathan Karema – 70 shares

        (ii)   Jane Karema Rukeera - 1 share

            (iii)   Constance Karema – 24 shares

(iv)  Christopher Karema – 3 shares

(v)   Christina Karema  - 2 shares

         3.   Only two (2) of the shareholders to wit Dr. Nathan Karema and                Jane Karema Rukeera currently reside in Uganda. The other                three (3) shareholders are residents of the United Kingdom.

              4. It has become difficult for Dr. Nathan Karema to lawfully                    execute the company affairs because Jane Karema Rukeera is                    allegedly hostile while the other shareholders are not resident in                    Uganda.

              5.  It is with the above background that Dr. Nathan Karema seeks                    the orders of this court to convene an Extra-ordinary General                    meeting where he will conduct proceedings alone.

[3]   This court having heard the submissions of Mr. Mwene Kahima counsel         for the applicant and having read the affidavit of Dr. Nathan Karema in         support of this  application has addressed itself to a similar case of         BDC online and Lynn Kategaya (commercial court) HCT-        CS-18 of  2005 unreported where Justice Yorakamu Bamwine held

                 “That section 135 of the companies Act (which is now                  section 142) is a remedy to an unsatisfactory state of                  affairs”

[4]  In the instant application the applicant holds 70% of the shares and he        has mortgaged his personal property to ensure the smooth running of the       company. This court is therefore satisfied that this application satisfies       the provisions of section 142 of the Companies Act 2012 and is hereby       allowed with the following orders:-

                 1.  That Dr. Nathan Karema should convene and constitute an                         Extra-ordinary General meeting of  the company  pursuant                         to section 142 of the companies Act 2012.

                  2.   The costs of this application are to be met by the company

Dated this………18……day of ……June…………2014

DAVID MATOVU

JUDGE