THURSDAY: 16 December 2021. Time Allowed: 3 hours.
Answer ALL questions. Marks allocated to each question are shown at the end of the question.
QUESTION ONE
1. XYZ Ltd. is a newly registered company whose objects are to develop information technology systems for both the agriculture sector and the retail industry.
The company intends to hold its first board meeting on 20 December 2021.
As the first company secretary of the new board, advise the board on the business which is normally conducted during the first meeting of the board of directors. (6 marks)
2. The Articles of Peponi Company Ltd. do not provide for adjournment of meetings. The company held a board meeting last week but was not able to resolve all matters in the agenda.
With reference to case law, advise the board of Peponi Company Ltd. on adjournment of meetings, where adjournment is not provided for by the Articles of Association. (8 marks)
3. In a meeting of members of Pwani Golf Club (PGC) Mamboleo Ukapi, a club member accused the President of Pwani Golf Club of misappropriation of the Club’s funds.
The President was aggrieved and intends to file a case on defamation.
Advise the President of PGC on qualified privilege, a defense that Mamboleo Ukapi could seek from the court. (6 marks)
(Total: 20 marks)
QUESTION TWO
1. The order paper is a schedule showing the sequence of agenda items called orders of the day to be dealt with by a County Assembly at a sitting.
Outline six matters which are normally not included in the order paper but enable the County Assembly to fulfil its mandate, roles and functions at a sitting. (6 marks)
2. With respect to members voluntary winding up of a company and specifying notice period, explain the following:
Notice of a meeting for the general meeting to pass a winding up resolution. (2 marks)
Notice of subsequent general meetings after a winding up resolution has been passed. (2 marks)
Notice of one final meeting summoned by the liquidator. (2 marks)
Notice of a meeting of creditors in case of insolvency if the liquidator is of the opinion that the company will not be able to pay its debts in full within the period stated in the statutory declaration of solvency. (4 marks)
3. With reference to board effectiveness, summarise four prerequisites for facilitating good decision making at board
meetings. (4 marks)
(Total: 20 marks)
QUESTION THREE
1. Peng Ltd., a publicly listed company is considering raising additional capital through a rights issue.
Required:
Explain the meaning of the term “rights issue”. (2 marks)
Describe three issues that may affect the timetable for raising capital through a rights issue. (3 marks)
Discuss the role of the underwriter of Peng Ltd. in the rights issue. (6 marks)
2. The Company’s Act in a majority of the countries provides that a company must have a “common seal”.
In reference to the above statement:
Explain the meaning of a “common seal”. (2 marks)
Summarise four rules that relate to executing documents. (4 marks)
Highlight three instances where a company might execute a document without using a common seal. (3 marks)
(Total: 20 marks)
QUESTION FOUR
1. Board minutes are increasingly being used in courts of law, hence the need to record them appropriately. With reference to the above statement, discuss five legal requirements to be met for minutes to be admissible in a court of law. (10 marks)
2. A group of entrepreneurs are desirous of registering a company and have sought your advice in relation to the name of a company.
With reference to the above statement, advise them on six conditions that a proposed company name should meet to be accepted by the registrar of companies. (6 marks)
3. Wakatifu PLC recently converted from a private company to a public limited company.
The company is yet to commence business as a public limited company.
Explain four conditions that the company should meet before commencing business. (4 marks)
(Total: 20 marks)
QUESTION FIVE
1. Analyse four statutory roles and four administrative roles of a corporate secretary. (8 marks)
2. Highlight five functions of the Non Governmental Organisations Coordination Board. (5 marks)
3. Explain seven benefits of holding shares in electronic accounts at the central depository system. (7 marks)
(Total: 20 marks)
