The Commercial Division of the High Court sitting in Kampala has declined a request to transfer 20% of shares held by a missing Bemuga Forwarders Limited director to its majority shareholder Dr Ben Mugasha.
In her ruling, Judge Patricia Kahigi Asiimwe agreed with the request to remove Ronald Kanyerezi Mark Oliver as a shareholder of Bemuga Forwarders but declined to transfer his shares to Mugasha.
In an affidavit sworn in by Ben Mugasha to support the application of transfer of shares, he told the court that Kanyerezi who held 36,000 shares equivalent to 20 % shareholding, was incorporated as a shareholder for his technical input and business growth.
Magasha told the court that when Kanyerezi’s technical input and growth were not realized, he decided to leave the company without notice.
Kanyerezi was at the time serving as the chief executive officer.
When the company tried to look for him, they were told by his father that he had left for green pastures out of the country.
Mugasha also told the court that Kanyerezi had criminal cases at police in Kampala relating to the loss of 1.6 billion Shillings and that he had also caused a financial loss of 2.022 billion Shillings at Bemuga Forwarders.
When he was asked to account for the money, that’s when he decided to go underground.
Since December 2021, they have not heard of him. In her ruling, the judge recognized the need for the company to move on smoothly hence allowing the removal of Kanyerezi from the list of shareholders.
“Shares being property, it is important to also protect the interests of the shareholders…[But] the Courts have to balance the interests of the untraceable shareholder and the interests of the other shareholders and the company.
I find that to allow continuity of the affairs of the company, Mr. Kanyerezi should be removed from the list of shareholders.
However, while the Applicant prayed that the shares of Mr Kanyerezi revert to Dr Mugasha, the Court has a responsibility to protect Mr Kanyerezi’s interests.
Therefore, the said shares shall revert to the company and be held in trust for him until he claims them,” the judge ruled.
The judge also ordered that the shares and the dividends that will accrue should be held in the trust of Kanyerezi for three years and if they are not claimed, then they might be sold to any interested person.
“The sale shall be after the valuation of the shares by a qualified person and publication of a notice of sale in a newspaper of wide circulation,” the judge ruled.
Bemuga Forwarders deal in heavy machinery hire, transportation, clearing and forwarding among others.
The company was also one of those that had heavily invested in providing machinery for oil exploration.
However, many of their machines remained unused causing a heavy loss that nearly led to the collapse of the company.
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