Zain's Logistics Limited vs Tata Africa Holdings (Tanzania) Limited (Civil Application No. 000008042 of 2026) [2026] TZHC 3049 (10 June 2026)

THE JUDICIARY OF TANZANIA IN THE HIGH COURT OF THE UNITED REPUBLIC OF TANZANIA AT DAR ES SALAAM CIVIL APPLICATION NO. 000008042 OF 2026 ZAIN'S LOGISTICS LIMITED ............................. APPLICANT VERSUS TATA AFRICA HOLDINGS (TANZANIA) LIMITED .............................. RESPONDENT RULING KIREKIANO, J : Before this court, there is a pending Civil case No. 16401 of 2024 between Tata Africa Holdings (Tanzania) Limited and Zain’s Logistics Limited. The suit awaits a hearing. The defendant in that case had other ideas. Through their directors, on 24th March, 2026, at the High Court (Commercial Division) in Dar es Salaam, vide miscellaneous Commercial Cause No. 7581 of 2026, they initiated winding-up proceedings in respect of the applicant. Page. 1

With that move, the defendant in the pending suit has thus returned to this court under section 286(1) of the Companies Act [Cap. 212 R.E. 2023, seeking an order for stay of the proceedings in Civil case No. 16401 of 2024 pending the winding up proceedings in miscellaneous Commercial Cause No.7581 of 2026. According to the applicant’s affidavit, the petition for the winding up of the company is still pending, and an order for advertisement has been issued in those proceedings. In her brief submission, Miss Hosiana Fabian, counsel for the applicant, submitted that, although the order of stay is not automatic, she urges this court to find it appropriate and stay the proceedings. The respondents contest the application, and the affidavit, sworn by Mr Antipas Lakam, states that this is the second application for a stay of proceedings filed by the Applicant in respect of Civil Case No. 16401 of 2024. The first stay application was Misc. Civil Application No. 8508 of 2025, which was granted on 22nd May 2025 pending the determination of the first winding- up petition, namely Miscellaneous Commercial Cause No. 6023 of 2025. The earlier attempt to wind up was dismissed. Mr Richard Magaigwa, counsel for the respondent, submitted that the cited section does not constitute an automatic stay of proceedings; rather, it must be assessed on a case-by-case basis. Page. 2

In his view, the application at hand does not demonstrate any peculiar reason that warrants this court to stay the proceedings pending the winding-up reasons. He said that, having failed the first attempt, the defendant, instead of allowing Civil Case No. 16401 of 2024 to proceed, filed a second winding-up petition on 24th March 2026 (Misc. Commercial Cause No. 7581 of 2026] and now seeks a second stay. Miss Hosiana, in her rejoinder, insisted that the applicant's prayer be granted. On my part, I have considered the provision of section 286 (1 ) of the Companies Act [CAP. 212 R.E. 2023, The same is to the effect that, at any time after the presentation of a winding-up petition, and before a winding-up order has been made, the company, or any creditor or contributory, may; (a) In where any action or proceedings against the company is pending in the High Court or Court of Appeal apply to the court in which the action or proceedings is pending for a stay of proceedings therein; and the court to which application is so made may, as the case may be, stay or restrain the proceedings accordingly on such terms as it thinks fit. (b) n/a and the court to which application is so made may, as the case may be, stay or restrain the proceedings accordingly on such terms as it thinks fit Page. 3

From the foregoing, I agree with the parties that an application for stay and an order for stay of proceedings are not automatic. It is thus a matter of court discretion to be exercised judiciously. I n Black’s Law Dictionary, Eighth Edition, Judicial Discretion is defined as: “The exercise of judgement by a judge or court based on what is fair under the circumstances and guided by the rules and principles of law; a court’s power to act or not act when a litigant is not entitled to demand the act as a matter of right. I have considered that the pending winding-up proceedings, the subject of this application, were filed on 24th March 2026. The proceedings at this court have been in this registry since 2024. While I note that there has been an attempt to wind up the company, which led this court to stay the proceedings, I considered that, having failed so by order o f dismissal, as exhibited in the respondent's affidavit, the applicant ought to focus on the determination of the pending litigation in which they are defendants. I understand the spirit behind the stay of proceedings is to bring equality among creditors who may have claims against the company being wound up. In the case of Morocco Commission Agent Limited vs National Bank of Commerce and 2 Others (Commercial Case No. 104 of 2009) [2013] TZHC 2663 (27 June 2013), this court, Makaramba J, citing Bowkett Vs Fuller’s United Electric Works Ltd [1922] All E.R. 281 , held to the effect that stay of proceedings is necessary to do so/ to protect the assets of the Page. 4

company for distribution equally among all creditors of the same class. In this application, the same is rooted in a suit against the applicant. I have reviewed the applicant’s affidavit. Apart from stating the status of the winding-up proceedings, nothing is indicated to show whether the potential creditors and the determination of the suit at hand would unfairly make the respondent a preferential creditor over others. It is based on that fact; I find the application wanting for application of the rule in Morocco Commission Agent Limited. From another angle, the proceedings in this court have been backlogged, with no effort by the applicant to have the same disposed of. In this context, given the need for the timely dispensation of justice, I find it necessary to strike a balance between the applicants' interests and those of the respondent. Based on the foregoing, I find this application wanting in merit. The same is dismissed with costs. Dated at DAR ES SALAAM this 10th of June 2026 . A. J KIREKIANO JUDGE OF THE HIGH COURT Page. 5