THE REPUBLIC OF UGANDA

IN THE HIGH COURT OF UGANDA AT KAMPALA

(COMMERCIAL DIVISION)
COMPANY CAUSE NO..004.. OF 2023
IN THE MATTER OF THE INSOLVENCY ACT 2011, AS AMENDED
AND
IN THE MATTER OF COCOA UGANDA LIMITED (DEBTOR)
AND
IN THE MATTER OF A PETITION FOR INTERIM PROTECTIVE
ORDER FOR A COMPANY.
PETITION
(Under sec 119(1) of the Insolvency Act 2011, Regulation 135(3) Insolvency Regulations 2013)
The humble petition of COCOA UGANDA LIMITED (hereinafter referred to as “The
Company”) whose address for the purpose of this petition is M/S C/O F7 & Co. Advocates, P.
O. Box 1212 Lira, states as follows;

1. The petitioner is a company in Uganda limited by shares incorporated in 2004.

2. The registered office of the petitioner is Plot 15 Kampala City Centre Uganda.
3. The main objectvies for which the petitioner was established is to deal in Cocoa
growing and export.
4. The petitioner has a nominal share capital of UGX 90,000,000 divided into 100
shares each of a nominal value of UGX 9,000,000.
5. The shareholders of the company are;
a) SENIOR MULIMI with 61%,
b) TAMBULA KENYA LIMITED with 25%,
c) COCOA MULIMI with 5%,
d) TAM BULA with 5% and
e) The 4% are unallocated.
6. The assets of the petitioner include;
 a) Plant and Machinery valued at USD 1,800,000.
b) Prime properties at Lower Kololo
7. That the petitioner’s liabilities total to USD 9,000,000 as of 2022 which is elaborated
as hereunder;
a) USD 500,000 is owed to trade creditors (suppliers of the company),
b) USD 2,500,000 is owed to unsecured lenders, 3 financial institutions and 3
international lenders,
c) USD 1,000,000 is owed to East Africa Development Bank Limited, which
holds a mortgage over one of the company’s prime properties in Kololo.
d) USD 4,200,000 is owed by DFCU Bank Limited which holds fixed and
floating debenture over the petitioner’s assets.
e) A tax liability of UGX 3,000,000,000 accrued over the last three years
following a URA audit in March 2023.
f) NSSF arrears of UGX 345,000,000 since 2021,
g) 4-month Salary arrears of 46 employees amounting to UGX 300,000,000.
8. That the petitioner intends to make an arrangement with all It’s creditors.
9. That the petitioner has not made any previous applications for an interim order.
10. The petitioner has the capacity to pay all the creditors but only requires time to re-
organize his business without interruption by any creditors.
11. The petitioner has appointed an insolvency practitioner willing to supervise the
proposed arrangement.
12. That granting the applicant an interim protective order is appropriate for the purpose
of facilitating the consideration and implementation of the petitioner’s proposed
arrangement.
13. That this petition is made in good faith and for the interest of justice and for the good
of the business and creditors without compromising anyone.
WHEREFORE your humble petitioner prays that;

a) This honorable court makes an interim protective order in respect of the petitioner
to allow the implementation of the proposed compromised arrangement with the
company’s creditors.
b) Costs of the petition be in the cause.

Dated at Lira this …5th..day of..July..2023.

………skiwanuka…………..

COUNSEL FOR THE PETITIONER

LODGED in the High court Registry at Kampala, this …5th.. day of ..July.. 2023.
______________________________________
DEPUTY REGISTRAR
Drawn and Filed By
Firm F7 & Co. Advocates
P. O. Box 1212 Lira.
 THE REPUBLIC OF UGANDA
IN THE HIGH COURT OF UGANDA AT KAMPALA
(COMMERCIAL DIVISION)
COMPANY CAUSE NO..004.. OF 2023
IN THE MATTER OF THE INSOLVENCY ACT 2011, AS AMENDED
AND
IN THE MATTER OF COCOA UGANDA LIMITED (DEBTOR)
AND
IN THE MATTER OF A PETITION FOR INTERIM PROTECTIVE
ORDER FOR A COMPANY.

AFFIDAVIT IN SUPPORT OF THE PETITION.

I, SENIOR MULIMI of C/O M/S F 7 & Co. Advocates P. O. Box 1212, do hereby make oath
and swear that:
1. That I am a male adult Ugandan of sound mind, the Managing Director of COCOA
UGANDA LIMITED, the petitioner herein and I swear this affidavit in that capacity.
2. That the Petitioner is a company limited by shares, incorporated in Uganda on the 6 th of May
2004. (Attached hereto is a copy of the certificate of incorporation marked “A”)
3. That the registered office of the petitioner is Plot 15 Kampala City Centre Uganda. (A copy
of notification of the address of the company is hereto attached and marked “B”)
4. That the main objective of the company is Cocoa Growing and exportation from Uganda
Europe (A copy of the company memorandum of association is hereto attached and marked
“C”)
14. The Company has a nominal share capital of UGX 90,000,000 divided into 100
shares each of a nominal value of UGX 9,000,000.

5. That I am a shareholder of the petitioner with 61% shares. The rest are; Cocoa Mulimi with
5%, Tambula Kenyan Limited with 25%, and Tam Bula 5%. (Attached hereto are copies of
share certificates and marked D, E, F and G respectively)
 15. That the petitioner’s liabilities total to USD 9,000,000 as of 2022 which is elaborated
as hereunder;
a) USD 500,000 is owed to trade creditors (suppliers of the company),
b) USD 2,500,000 is owed to unsecured lenders, 3 financial institutions and 3
international lenders,
c) USD 1,000,000 is owed to East Africa Development Bank Limited, which
holds a mortgage over one of the company’s prime properties in Kololo.
d) USD 4,200,000 is owed by DFCU Bank Limited which holds fixed and
floating debenture over the petitioner’s assets.
e) A tax liability of UGX 3,000,000,000 accrued over the last three years
following a URA audit in March 2023.
f) NSSF arrears of UGX 345,000,000 since 2021,
g) 4-month Salary arrears of 46 employees amounting to UGX 300,000,000.
6. That the petitioner is currently facing financial constraints due to its liabilities exceeding the
profit margin. (Copy of the financial statement of the company for the year ended 2022 is
attached as annexure G)
7. That if given time, the petitioner can be able to re-adjust to realize the said income from the
assets.
8. That the petitioner intends to make an arrangement with all his creditors (copy of the
proposed Compromised agreement is hereto attached and marked ‘H’)
9. That the company passed a special resolution dated 3 rd July 2023, and agreed to make a
settlement arrangement with the creditors of the company.
10. That the company passed a special resolution dated 3 rd July 2023 wherein we agreed to
appoint a one MR. LETA LUCY a professional insolvent practitioner to be a provisional
administrator enforcing the above arrangement with the creditors of the company (attached
hereto is a copy of a company special resolution marked “I”)
11. That the company has already appointed a provisional administrator to facilitate its
readjustment as well as ensuring that income is generated from the assets such that the
liabilities can be settled.

12. That I have been informed by my Lawyers M/S F7 & Co. Advocates, whose advice I verily
believe to be true that where a company is in such a financial distress, it can petition this
honorable court which may suction its settlement arrangements with its creditors and
subsequently grant an interim protective order in respect of the company.
13. That I swear this affidavit in support of the petition for the grant of an interim protective
order in respect of the company to allow the implementation of the settlement arrangement
with the creditors.
14. That is it is in the interest of justice that this petition is granted.
15. That whatever I have stated herein above is true and correct to the best of my knowledge.

SWORN at Lira this 5th day of July 2023 by the said

SENIOR MULIMI. ___________SilMulimi_______________
DEPONENT

BEFORE ME

_______________ValOmongole________________
COMMISSIONER OF OATHS

Drawn and Filed By

Firm F7 & Co. Advocates
P. O. Box 1212 Lira.