Last updated on August 16th, 2024 at 09:47 am
Topic: Validity of statutory declarations in support of a complaint under the Companies Act – Discretion of the Registrar to Manage Mode of Evidence Submission
Date of Judgment: 4th July 2024.
Before: The Registrar of Companies.
Case Number/Citation: Company Complaint No. 27635 of 2023 [2024] UGRSB 8
Before: Registrar Muliisa Solomon.
Summary Facts of the Case
The Applicants, Brian Tabaruka and 10 others filed a complaint against the respondents, James Peter Middleton and others, concerning Kyadondo Rugby Football Club Ltd.
Initially, the Applicants’ statutory declarations in support of their complaint were struck out for non-compliance.
Subsequently, the Applicants sought leave to file fresh compliant statutory declarations, which the respondents opposed that there is no law or rule of procedure that allows a party who has presented their evidence by way of statutory declarations and had the same struck out due to illegality to adduce evidence in replacement.
Legal Issues Before the Registrar
- Whether the applicants could be granted leave to file fresh statutory declarations after their initial ones were struck out.
The Decision of the Court
The Court granted the applicants leave to file fresh statutory declarations.
The Registrar determined that it was in the interest of justice to allow the applicants to submit new declarations that comply with the law.
His decision was based on the constitutional principle that procedural rules should not impede the fair determination of disputes and that the Registrar had the discretion to manage the mode of evidence presentation under Section 288 (1) of the Companies Act and that that extends to situations where the evidence was filed but struck out.
Section 288 (1) of the Companies Act reads:
“ 288. Mode of giving evidence in proceedings before the Registrar
(1)
In any proceeding under this Act before the registrar, the evidence shall be given by statutory declaration in the absence of directions to the contrary, but, in any case in which the registrar thinks it right so to do, he or she may take evidence viva voce in lieu of or in addition to evidence by declaration. Any such statutory declaration may in the case of appeal be used before the court in lieu of evidence by affidavit, but if so used shall have all the incidents and consequences of evidence by affidavit.
(2)
In case any part of the evidence is taken viva voce, the registrar shall, in respect of requiring the attendance of witnesses and taking evidence on oath, be in the same position in all respects as a magistrate.”
Key Quote
“My interpretation of the above provision is that there are two modes of giving evidence before the Registrar of Companies that is; by way of statutory declaration or viva voce (orally) and the discretion is with the Registrar to choose which particular mode to use during the proceedings. By the Registrar issuing directives to parties to file their evidence by way of statutory declarations does not mean that he or she cannot take evidence in any other way as provided for under the Companies Act and neither is he or she estopped from exercising the discretion of choosing to take evidence in any other mode. A complaint does not become incompetent before the Registrar of Companies merely because it is not supported by any evidence upon filing, because it is the Registrar of Companies to guide on which mode the evidence shall be presented during the hearing and the law does not dictate that once a particular mode is chosen another cannot be used. The discretion lies entirely with Registrar of Companies.” – Registrar Muliisa Solomon.
Law Applied
- Companies Act, 2012: Specifically, Section 288(1) regarding the taking of evidence by statutory declaration and the Registrar’s discretion to take evidence viva voce (orally) or by statutory declarations
- Constitution of the Republic of Uganda: Article 126(2)(e) emphasizing the administration of substantive justice without undue regard to technicalities.
Counsel on Record
- For the Applicants: Unknown
- For the Respondents: Musiime Muhebwe & Co. Advocates.
Conclusion
This case demonstrates the extent of the discretionary power of the Registrar in managing evidence presentation or submission under Section 288 (1) of the Companies Act.
It also shows flexible application of procedural rules in the interest of justice in corporate disputes.