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Cpa Part Ii Section Iv Question Paper
Cpa Part Ii Section Iv
Course:
Institution: Vision Institute Of Professionals question papers
Exam Year:2012
Answer any five questions
1.)Discuss the principle laiddown in the case of foss v Harbottle and state with reference to relevant cases whether there are exceptions to the said principle.(20 marks)
2a)With reference to section 30 of the companies act cap 486 of the law of Kenya,explain what is meant by a private company.(10 marks)
b)Explain the privileges and exemption of a private company.(10 marks)
3a)Define the term”Director”and highlight the powers,duties and liabilities of directors,under statute and common law provisions.(15 marks)
b)Kamau,a director with spendthrift ltd,signed cheques in batches on the advice of a financial consultant.The director relied on upon employee(onyango an accountant)cash flow projections and continued to trade.There were no management accounts,adequate accounting records were not kept,such that it was impossible to give a true and fair view of the companys financial position.The directors continued to trade when the company was unlikely to be able to meet the claims of the creditors,Mulandi,a creditor who is unsure on whether the company will be able to pay him his dues now seeks your advice.he asks for your comments,advice mulinda and the board.(5 marks)
4)Describe the provisions of the companies act relating the following:-
i.Appointments of directors.(6 marks)
ii.Vacation of office by directors.(6 marks)
iii.Removal of directors
5a)Explain the nature and incidence of a floating charge,when does it crystallize?.(6 marks)
b)What are the restrictions imposed by the companies act upon the borrowing powers of a company.(6 marks)
c)Section 22(1)of the companies act cap 486 of the laws of Kenya,provide as follows the articles shall when registered bind the company and the members thereof to the same extent as if they respectively had been signed and sealed by each member.Explain the binding effect of this provision by preference to decide cases.(8 marks)
6a)Explain the kinds of resolutions passed at general meetings of a company.(6 marks)
b)Name the kind of resolution required for transacting the following items of business
i.Waiving the age limit of a director.(4 marks)
ii.Issuing bonus shares.(4 marks)
iii.Creation of reserve capital.( marks)
iv.Draft any two of the above resolutions.(2 marks)
7a)Explain what is meant by a defunct and examine the powers of the registrar of companies and the court with the reference to the same.(10 marks)
b)Explain any five offences which can happen before or after winding up order.(10 marks)
8a)Distinguish between members voluntary winding up and creditors voluntary winding up.(12 marks)
b)Discuss the nature of a contributories liability in the winding up of an insolvent company.(8 marks)
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