QUESTION one

a)State the circumstances under which a company would be required to maintain an index of the register of members (4 marks)

b)Kazi Bure borrowed Shs.50,000 from Tumaini Bank and deposited his XYZ Supermarket Ltd’s share certificate with a blank transfer as a security. Subsequently he bought goods from the supermarket on credit. The goods were worth Shs.15,000. The articles of association of XYZ Supermarket Ltd claimed a first and paramount lien on its members shares on debts due to the supermarket. However, before the supermarket lien arose the bank gave the supermarket notice of Kazi Bure’s share certificate having been lodged with the bank as a security for the loan. Kazi Bure is unable to pay for the goods he obtained from the supermarket and has also defaulted on the loan. XYZ Supermarket Ltd wants to exercise its lien and the bank wants to exercise its equitable right to have the shares transferred to into its name.
In this situation discuss the rights of:
i)The Bank
ii)XYZ Supermarket Ltd

c)Bob and Babs jointly own shares in Powerfoam Ltd. They are seeking your advice regarding their legal position as joint holders of the shares.Advice them.(4 marks)

QUESTION two
a)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)

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