TUTORIAL EXERCISE NO 4
Question 1
What is the significance of the members' register? Who may inspect it and where may it be
found? If there is a mistake on the register, who can have it rectified and how do they do it?
Question 2
Can the directors of a company lawfully reject a share transfer? How may a disgruntled
transferee challenge the directors' decision?
Question 3
(a) Stanley has recently acquired 47% of Amoco Ltd following a partial takeover bid.
Stanley would like to replace the existing directors of Amoco but the Board of directors
refuses to call a meeting. Advise Stanley.
(b) Suppose a meeting is eventually called and resolutions put to dismiss the existing
directors. On the show of hands, Stanley is outvoted. When Stanley calls for a poll,
the Chair refuses the request and continues with the meeting. The company has 50
shareholders with no one shareholder (other than Stanley) controlling more than 5% of
the shares. Discuss Stanley’s rights in this matter.
Question 4
Ajax Proprietary Limited is a company that runs a dairy farm in Bunbury. The Constitution
contains an Objects Clause which states that the company is to carry on dairy farming. Martin,
the Managing Director, spots gold on the farm and wishes to change the company’s business
from dairy farming to mining. In order to raise funds from the general public, the directors of
Ajax Proprietary Ltd wish to convert the company into a No Liability Company. Advise the
directors on what steps need to be taken to effect the change.
Question 5
(a)
Distinguish a public company from a proprietary company.
(b)
What is the difference between a small proprietary company and a large proprietary
company?
(c)
Discuss the relationship between a holding company and its subsidiary company.