a) Uzuri Company Limited was registered two years ago. The company has uncalled up capital of sh. 1 million. The company also has two directors, Steven Meta and Paul Mailu.
Recently, Steven Meta in the absence of Paul Mailu and other shareholders, held a meeting and passed a resolution to make a call. The meeting scheduled for 28 October 2011 was only attended by one member and the company secretary who is not a member.
The member acted as chairman and the “meeting” resolved that calls be made. Paul Mailu was sued for failure to make a good call. However, upon hearing the case the court held that the purported proceedings were invalid.
1. Outline the rule which the court relied on to make its decision. (2 marks)
2. Citing relevant legal provisions, discuss any five exceptions to the rule in (1) above. (10 marks)
b) Explain the powers of the liquidator of a company that are exercisable with sanction of the court. (8 marks)
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