Interior items that “brewed” a coffee processing business

Details of the private company that signed on the dotted line a coffee processing agreement with the Ugandan government (GoU) have emerged, saying its owners are either from or based in the tax haven that is the United Arab Emirates. (WATER).

Documents from the Uganda Registrar Services Board (URSB) indicate that the Uganda Vinci Coffee Company Limited (UVCC) was incorporated on January 9, 2014 as a company limited by shares.
Saturday Monitor can exclusively reveal that the UVCC comprises one company and four individual shareholders, all of whom have their addresses registered in the United Arab Emirates.

Ms. Enrica Pinetti, the Italian woman who witnessed the coffee processing agreement between the GoU and the UVCC, is listed in the memorandum and bylaws as chairperson of the board.

Curiously, the Registrar of Companies gave UVCC the green light while all of its other board positions remained vacant.

At the time of registration, the registered capital of the company was $10 million (about 353 billion shillings) and divided into 1,000 ordinary shares of $10,000 (about 35 million shillings). Shareholders include a company known as Hawk Limited which holds 960 shares. It is registered at POBox 58562, Dubai, United Arab Emirates.

Elsewhere, individuals including Ahmed Ahmed Sultan Ismail and Hisham Ahmed Sultan Ismail, both of which have equal shares of 10 and are registered at POBox 118508, Dubai, United Arab Emirates.

Their colleagues Ibrahim Elias Salloum and Hadi Elias Salloum from POBox. 46527 Abu Dhabi, United Arab Emirates also hold an equal stake of 10. So little or, more accurately, nothing is known about the four individuals, it is because, as a source told Saturday Monitor, ” they are ghosts.” Documentation from the URSB seems to support this position.

A Ugandan lawyer—Moses Matovu—is the company secretary. He witnessed the UVCC papers that were deposited at the URSB. Efforts to speak to Mr. Matovu were unsuccessful.

Rules of Engagement
It is agreed by the owners that they will never sell any of the shares, but the number of promoters apart from those who may be employed will not exceed 50. The directors have the discretion to appoint alternate directors to act in their place .

As elsewhere in the management of the company, the affairs of the company will be managed by the board of directors and may at any time under the seal of the company appoint any company or person to be the company’s agent.
The articles also state that the board will appoint an executive director who will act to run the company as directed by the board.

The company was incorporated to fulfill various purposes, but primarily to buy, sell, import, export, supply and market all types of coffee and relevant by-products, all types of agricultural products.

The UVCC also aims to provide and organize technical training, education, assistance as well as advice on various types of agricultural farming to producers.

It will also establish and integrate a processing plant for roast, ground and instant coffee from green coffee beans.

Renowned lawyer James Nangwala said the company is a local company governed by Ugandan law, although subscribers appear to have addresses in the United Arab Emirates.
“(But) one may be interested in knowing its performance in dealing with the UCDA (Uganda Coffee Development Authority),” Mr Nangwala said.

The UCDA has however previously chosen to distance itself from the politics around the incorporation of the UVCC and deal with the GoU. The UCDA says it is primarily concerned with issues related to coffee quality.

Questions over the ownership of the UVCC arose after it emerged that Ms Pinetti had signed the processing agreement with the Ugandan government as a witness.

On the curious question of why Mrs Pinetti is the only registered director of the UVCC, Mr Nangwala is of the opinion that “a company [may be] registered, subscribers will appoint at a first deemed meeting directors who may be themselves.

The UVCC plant will be located on a 27-acre plot of land in the Kampala Industrial Park in Namanve, approximately 16 kilometers from Kampala.

It is along the existing Kampala-Jinja highway. The site is located between the Kyagulanyi coffee factory to the west, the steel and tube industries to the south with new developments to the east and the Bweyogerere industrial zone road to the north.

The Memorandum and Articles of Association were drafted by Kampala Associated Advocates in 2013. The document was filed on January 9, 2014. Ahmed Ahmed Sultan Ismail is listed in the document as responsible; Hisham Ahmed Sultan Ismail, Business Development Manager; Ibrahim Elias Salloum a general manager; and had Elias Salloum a chief accountant.

With regard to the forfeiture of shares, the articles of association provide, inter alia, that: “If a member fails to pay a call or installment of a call on the day designated for payment thereof, the board may at any time time thereafter during periods such that any part of such call or deposit remains unpaid serve notice on him requiring payment of the unpaid part of the call or deposit, together with such interest and expenses as may having run.”

The memorandum also states that “the board may also accept the surrender of any shares subject to forfeiture.” In all cases of forfeiture, “a forfeited share shall be deemed to be the property of the company and may be sold, reallocated or otherwise disposed of either to the person who was [[previously] its holder or assignee or to any other person…”

Increase in capital
The articles of association also offer clarification on the capital increase, stating: “The company may… direct that the new share or any of them be offered at par or at a premium of… at a discount or may take any other provision regarding the issue of new shares.

It adds: “The New Shares will be subject to all the provisions of these Articles relating to call payment, lien, transfer, transmission, forfeiture and the like and, except as otherwise provided in these Articles, will be issued in the form of ‘ordinary actions. “

All unused shares are at the disposal of the Board but which may designate a new beneficiary.

Regarding the company’s board of directors, the articles of association state that it “shall be composed of at least five and at most 10 directors”. He adds that “the first directors of the company are: the president (listed simply as Enrica), the vice-president, the secretary, [and two] member[s].”

The articles of association then specify that “the board sets the remuneration of the chairman of the board of directors. The chairman of the board of directors is also chairman of the general meeting of the company. Each director has “the power to appoint an alternate director to act in his place during his absence.”

Borrowing powers
On borrowing powers, the articles propose: “The board of directors may exercise all the powers of the company to borrow money and to mortgage or encumber its business, property and uncalled capital or part thereof. these and issue debentures and other securities, either pure or as collateral. guarantee for any debt, liability or obligation of the company or any third party”.

He is quick to add a caveat in bold typeface that states: “[The money in question] shall at no time, without the prior sanction of an ordinary resolution of the company, exceed a multiple of five of the sum of the nominal amount of the issued and paid-up share capital, the amount of any share premium account and the amount of the reserve account for the time being of the company…”

On the question of dividends, the articles of association state: “The company in general meeting may, from time to time, declare dividends to be paid to the members according to their rights and interests in the profits, but no dividend shall be paid beyond beyond the amount recommended by the board… All dividends will be apportioned and paid pro rata to the amounts paid on the shares during any part or parts of the period in respect of which the dividend is paid… No dividend shall bear interest against the company.

Capitalization of profits
On the capitalization of profits, he says: “The company in general meeting may, on the recommendation of the board of directors… adopt a resolution to the effect that it is desirable to capitalize any part of the amounts for the moment registered in the credit of any of the company’s reserves or to the credit or profit and loss account of otherwise available for distribution and not required for the payment of fixed dividends on any preferred stock of the company…”

Account, audit process
With respect to accounting practices, the Articles of Association provide for three broad categorisations, including the keeping of accounts “of the sums of money received and expended by the Company and the matters in respect of which such receipts and expenditures occur”; and “all sales and purchases of goods by the company”; plus “the assets and liabilities of the company”.

The statutes also guarantee an audit process which will be “regulated in accordance with articles 167, 169 and 170 of the law”.

The UVCC can be liquidated upon “the sanction of an extraordinary resolution of the members”. At this stage, the assets of the company “are divided among the members of the company in kind or may be entrusted to trusts for the benefit of these members, and in the event of the liquidation of the company, they may be closed and the company dissolved. “.

With regard to the forfeiture of shares, the articles of association provide, inter alia, that: “If a member fails to pay a call or installment of a call on the day designated for payment thereof, the board may at any time time thereafter during periods such that any part of such call or deposit remains unpaid serve notice on him requiring payment of the unpaid part of the call or deposit, together with such interest and expenses as may having run.”

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