Case Citation: Gateway Gaming Limited vs Simba Sports Club Company Limited, Winding Up Cause No. 17448 of 2025 (TZHC, 9 October 2025)
RIVE&Co is pleased to announce a definitive legal success for our client, Gateway Gaming Limited, in the High Court of Tanzania, Dar es Salaam Sub-Registry. The Court, presided over by MWANGA, J., delivered a Ruling on October 9, 2025, granting the petition filed by our client to be wound up under the court’s supervision.
This ruling, dated October 9, 2025, marks a critical turning point, providing an orderly and legally compliant mechanism for Gateway Gaming Limited to address its persistent financial distress and formally manage its inability to pay its debts.
The High-Stakes Background and Complexities
This matter was highly contentious, placing our client against one of the biggest names in Tanzanian sports: Simba Sports Club Company Limited, and involving the Tanzania Revenue Authority (TRA).
The complexities stemmed from a multi-billion shilling liability dispute, primarily driven by a terminated Sponsorship and Marketing Agreement:
- Financial Distress: Gateway Gaming Limited, a private company limited by shares, filed the petition based on incurring cumulative losses over recent financial years and being unable to pay its debts. Audited financial reports for 2023 and 2024 were annexed to prove this insolvency.
- Significant Creditors: The Petitioner identified Simba Sports Club as the most significant creditor, claiming TZS 1,696,206,558 in unpaid sponsorship fees and bonuses. The TRA also joined the opposition, claiming an outstanding liability of TZS 789,113,998.19 arising from multiple tax audits.
- Allegations of Misconduct: The opposition vigorously opposed the petition, alleging it was filed in bad faith to evade creditor claims. They further alleged that the company improperly transferred its key asset, the M-Bet brand, to a Malta-based company, Gadesubora Ltd, in breach of contract.
RIVE&Co’s Successful Legal Strategy
RIVE&Co, represented by Advocate Shehzada Walli and Mr. Elisante Frank, Advocate, successfully established that all statutory prerequisites for the winding-up were duly met, including the service of the petition, advertisement, and filing of the certificate of compliance.
The Court’s decision was a resounding affirmation of our core legal arguments:
- Company’s Right to Petition Affirmed: RIVE&Co successfully countered the opposition’s argument that the ground of inability to pay debts is reserved only for creditors. The Court explicitly ruled that it found no such restriction in the Companies Act and confirmed that Section 271 clearly allows a company itself to initiate winding up on this ground.
- Procedural Compliance: The Court was satisfied that the issuance of a statutory demand by a creditor (Simba Sports Club) constituted prima facie proof of insolvency.
- Objections to Bona Fides Dismissed: While acknowledging the serious allegations of asset disposal and bad faith raised by Simba Sports Club, the Court found it was not persuaded that the entire petition is a sham. The Court ruled that these concerns are “more appropriately examined during liquidation proceedings,” refusing to dismiss the petition at this stage.
- Orderly Process Ensured: The Court concluded that the petitioner had demonstrated sufficient legal and evidential grounds to justify the winding up on the ground of insolvency.
The Court’s decision was consistent with the precedent set in the case of The Board of Trustees of National Social Security Fund as Creditor of M/S Katani Limited, Winding up Cause No. 5 of 2021 (unreported), where winding up was deemed “just and equitable” given that liabilities exceeded assets.
What’s Next?: Supervision and Creditor Protection
The Court granted the winding-up order under section 282(1)(d) of the Companies Act.
- Liquidator Appointed: The Court declined the company’s nomination for liquidator due to alleged conflict of interest, ensuring impartiality. Instead, it appointed Mr. SENI MALIMI, Advocate, as an independent and qualified liquidator.
- Reserved Creditor Rights: Importantly, the Court emphasized that liquidation is designed to protect creditors, not to defeat them. The ruling explicitly reserved the rights of all creditors, including Simba Sports Club and the TRA, to lodge their claims with the liquidator.
- Timeline: The appointed liquidator must submit a report on the company’s affairs within three months.
This outcome demonstrates RIVE&Co’s expertise in navigating complex, high-stakes corporate insolvency matters against powerful opposition. We have secured the necessary legal framework for Gateway Gaming Limited to achieve an orderly, transparent, and court-supervised resolution of its affairs.
RIVE&Co is committed to guiding Gateway Gaming Limited through the next phases of the liquidation process to achieve a comprehensive and legally sound conclusion.
Read the case here : https://www.rive.co.tz/wp-content/uploads/2025/10/Gateway-Gaming-Limited-vs-Simba-Sports-Club-Company-Limited-2025-TZHC-6189-9-October-2025.pdf