1a)Outline the various matters that require to be sanctioned by members through a special resolution. (10 marks)
b)In a company with a share capital:
i)What is the members right to appoint a proxy (2 marks)
ii)What are the rights of the proxy so appointed? (2 marks)
c)Explain the classes of persons who may petition the court for the compulsory winding up of a company. (6 marks)
(Total: 20 marks)
2a)Discuss the rules relating to appointment and vacation of office of directors
(10 marks)
b)Triple H, Undertaker Austin and Flair are directors of Mieleka Ltd a company regulated by Table A. Fair is the managing director and undertaker is the chairperson of the company. Sometime ago the directors meeting as a board decided to:
i)Lend Triple H Shs.500,000 to purchase a car for his wife Stephane for her personal use;
ii)Advance Shs.500,000 to Austin to cover his expenses on a worldwide (promotional tour on behalf of the company). Booker T,the company secretary informs you that Stone Cold a shareholder claims that this transaction should have been approved by the members and that he intends to raise the matter during the next general meeting.
Required
i)Advise Booker T which of the transactions need approval by the members in general meeting (4 marks)
ii)What are the consequences of the necessary approval not being obtained? (6 marks)
(Total: 20 marks)
3a)Outline the information that is required when registering a charge. (8 marks)
b)In July 2001, Muungano Ltd obtained an overdraft from a bank upon deposit of title deeds and the execution of a memorandum of charge the memorandum was executed in due form by the company but left undated. The overdraft continued and subsequently the manager of the bank filled in the date as 10th January 2002. The memorandum was then registered with the registrar of company’s on 31st January 2002 and the registrars certificate to that effect was duly issued.Discuss the validity of the charge.
(12 marks)
(Total: 20 marks)
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