问答题

问答题 (a)Five friends Dennis, James, Kelvin, Peter and Sylvester, who are all qualified chemists, decide to launch a pharmaceutical company called Ponesai Vanhu Ltd. The company has an authorised share capital of 1,000,000 shares divided into 1,000,000 shares of $1 each. Prior to the company launching a public share offer (IPO) for purposes of raising some of the company’s much needed capital the five promoters who are all directors of the company issued a prospectus in accordance with the requirements of the Companies Act (Chapter 24:03). The prospectus among many other statements makes the following declarations under the heading, ‘The Company’s Trading Prospects’ 1. That the company had already secured lines of credit from a reputable overseas bank for purposes of securing state of the art plant and equipment for manufacturing drugs. 2. That the company had secured export orders from customers in three neighbouring countries. It turns out that discussions with the overseas bank and potential customers from the three neighbouring countries are still on-going and are unlikely to be concluded satisfactorily any time soon. When this information comes to light the company’s shares, which had started trading at $10·00 each are now worth only 20 cents. Two shareholders, Innocent and Ndapusa decide to sue the company’s five directors for misrepresentation. Required: In relation to company law, describe Innocent and Ndapusa’s prospects of success in their intended litigation against the company’s promoters. (5 marks)

问答题 (b)Springvale (Pvt) Ltd is a private company duly incorporated and trading in terms of the laws of Zimbabwe. Its registered office is in Harare, Zimbabwe. Mr Brown owns the entire issued share capital of the company which specialises in the retail of stationery products. Mr Brown is the only director of the company and Mrs Brown, his wife, is the company secretary and both of them are ordinarily resident in neighbouring South Africa. The day-to-day management of the company has been left to Mr Fixit, a very experienced and reliable manager who resides in Harare, Zimbabwe. Required In relation to company law, advise Mr and Mrs Brown on the legal position relating to the directorship and the position of company secretary in relation to the provisions of the Companies Act (Chapter 24:03). (5 marks)