CPA › Company law › November 2015

CPA Company law – November 2015 Past Paper & Answers

Unit: Company law

16 Questions

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Questions

Download CPA Company law November 2015 past paper with detailed answers and marking scheme. This paper is based on KASNEB examination standards and is ideal for revision and exam preparation.

Access the full paper online, download the PDF, or study offline. Each question includes step-by-step solutions to help you understand key concepts in Company law.

Other Company law Past Papers

1a
Receivership, Administration, Liquidation and Dissolution of companies
​​With respect to corporate insolvency:

(i) Highlight three ways in which a liquidator's powers might be terminated.

(ii) Explain four contents of the official receiver's report.

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1b
Membership of a company
​​Sometimes a corporate entity works like a boomerang and hits the man who was trying to use it.

With reference to the above statement, describe five exceptional circumstances under which when a shareholder could institute proceedings as the plaintiff instead of those proceedings being instituted in the name ofthe company.

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2a
Receivership, Administration, Liquidation and Dissolution of companies
​ ​​Sweetwaters Ltd. is a private limited company which was incorporated in 1992. The last annual general meeting (AGM) was held in 2005 and the directors of the company have refused to convene one. The company is uncontroilable as the directors have become sworn enemies. Habbakuk Kiprotich, Micah Kimanzi and Obed Kamau have filed a compulsory winding up petition which has been objected to by John Wanjunji, Luke Manamba and Peter Nyakach. 

Micah Kimanzi and Obed Kamau are children of deceased shareholders while Habakuk Kiprotich and Peter Nyakach are the only surviving shareholders. Luke Manamba and John Wanjunji are the legal representatives of their deceased parents. 

Advise on the following matters: 

(i) The validity of the mode of winding up adopted by the petitioners. 

(ii) The persons entitled to petition for compulsory winding up. 

(iii) Whether or not Sweetwaters Ltd. will be wound up.
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2b
Company Investigation
​​Describe persons who are responsible for meeting the expenses of an investigation by an inspector appointed by the court. 
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3a
Membership of a company
​​ Describe six matters which might be included in the code of best practices of a company to ensure equitable treatment of shareholders of the company.
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3b
Shares Share capital
​​Bob Kuto and Ben Zawadi wish to jointly acquire shares in Miereka Company Ltd. 

Advise them on the legal status regarding joint ownership of shares.
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3c
Shares Share capital
​​ Explain six effects of a forged transfer of shares.
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4a
Company meetings
​​Outline the rules governing the following:

(i) Entitlement to notice of a meeting.

(ii) Four contents of a notice of a meeting.

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4b
Shares Share capital
​​Discuss four regulations governing redeemable preference shares under the Companies Act.
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4c
Formation of companies
​​ Discuss three effects of the ultra vires doctrine.
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5a
Auditors Audit of Company Accounts
​​Outline four matters that are required to be expressed in an auditors' report.
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5b
Debt capital Shares Share capital
​​ In relation to a debenture trust deed: 

(i) Explain five advantages of a trust deed. 

(ii) Outline six particulars of the register of debenture holders.
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6a
Company Directors
​​ Describe the procedure for removal of a company director from office.
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6b
Company meetings Company Directors
​​Whereas some powers are only exercisable by the board, others can only be exercised by the general meeting. 

With reference to the above statement, highlight: 

(i) Five powers of the general meeting. 

(ii) Five powers of the board.
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7a
Nature and classification of companies
​​Discuss five advantages of a private company over a public company.
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7b
Nature and classification of companies Corporate restructuring
​​Wanyoro Ltd. is a public company. Its directors have decided to venture into transport business by acquiring a fleet of public service vehicles. They did not notice that this activity is outside its objects clause. The company's chairman. Ann Omesa who owns 10% of the voting shares negotiated a loan which was in excess of the company's issued capital from Joan Mekonge, a financier. 

Joan Mekonge did not refer to any of the company's registered documents nor did she inquire into the purpose to which the money would be put. The money is used by the directors to pay part of the purchase price of the vehicles. The rest of the purchase price remains unpaid. Some members who hold a substantial amount of shares in Wanyoro Ltd. intend to move a resolution to insert into the memorandum, an object permitting the acquisition and use of the vehicles. One of the directors of Wanyoro Ltd. announces that if this is done, he will apply to court to have the new object clause quashed. 

Advise the directors of the company.
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