Answer all the QUESTIONS below..

QUESTION 1

What are the requirements of the Companies Act (Cap486, Laws of Kenya) regarding calling the annual general meeting of a registered company?

What is an extra ordinary general meeting?How may members requisition an extra ordinary general meeting.

The director of Kusau Ltd, a company whose articles are similar to Table A, wish to give effect to the following matters;

To change the name of the company to Mataa Ltd

To increase the company's share capital.

Advise them.

QUESTION 2

Explain the remedies available against promoters for breach of duty.

Write explanatory notes on the following:

Newborn V. Sensolid (Great Britain) Ltd

Natal Land Co. Ltd V. Pauline Coiliey Syndicate Ltd.

QUESTION 3

Explain the legal rules prescribing the circumstances in which a company may or may not pay a dividend.

How effective are these rules in ensuring that the company's capital is maintained?

QUESTION 4

In what circumstances may an official receiver be appointed?

Examine the legal consequences of the appointment of an official receiver.

Examine the circumstances in which the affairs of a company may be investigated by the registrar of companies.