- 5 Marks
FR – Nov 2023 – L2 – Q7a – Regulatory Framework for Financial Reporting
Discusses main sources of financial reporting regulations and reasons for regulatory practices.
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4. A situation in which the court would disregard the distinction between the personalities of a company and its members is
A. Subrogation
B. Alienation
C. Lifting the veil of incorporation
D. Disregarding the law
E. The rule in Foss vs. Habbotle
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Xeyoze Limited was incorporated by the Corporate Affairs Commission on February 1, 2010. On March 1, 2011, the company bid for a contract to rehabilitate one of the nation’s oil refineries. This contract attracted scores of bidders because it was seen as a very lucrative one. A rival bidder objected to the competence of Xeyoze Limited to bid for the contract on the ground that an investigation at the Corporate Affairs Commission revealed that the company has not filed its annual returns.
Required: Advise Xeyoze Limited on the following:
(i) The importance of filing annual returns. (2 Marks)
(ii) The period within which the annual returns must be filed. (2 Marks)
(iii) The consequences of failure to file annual returns. (2 Marks)
(iv) Whether it is optional to file the annual returns or not (2 Marks)
(v) What is your advice if the contract was bid for on October 1, 2010? (3 Marks)
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Halidu holds one million shares in Realshares Nigeria Plc. Zaidi, his son, has just returned from the University of Basel because he could not pay school fees. Halidu is cash-strapped and wants to know whether he could transfer his shares to someone else to raise money to pay the fees.
Required: Advise Halidu, stating the statutory conditions by which he could transfer his shares. (5 Marks)
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(a) Explain the legal principle(s) established in the case of Salomon vs Salomon Co. Ltd. (1897). (2 Marks)
(b) State FOUR circumstances when the veil of incorporation of a company may be lifted under statute. (4 Marks)
(c) Enumerate FOUR types of names that are prohibited for the purpose of incorporation. (4 Marks)
(d) State FIVE statutory terms of a Partnership Agreement as contained in Sections 24 and 25 of the Partnership Act 1890. (5 Marks)
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Bala and Yesufu are joint directors and shareholders of YEBA Limited, which was incorporated in 2015. Yesufu was appointed the Managing Director, and Bala, the Operations Director. The Articles of Association of YEBA Limited were silent on directors’ remuneration, and there was no written agreement to pay remuneration to the directors of the company.
Bala had attended several board meetings from 2015 to 2017, travelling from Abuja to Lagos at his own expense. In 2018, Bala wrote to YEBA Limited through Yesufu, claiming N2 million annual director’s remuneration for years 2015 to 2017, as well as a total sum of N2 million reimbursement of his travelling expenses for the same period.
YEBA Limited has refused to pay both claims, insisting that there is no agreement for such payments to be made to the directors of the company. Bala is aggrieved and intends to take legal action against YEBA Limited.
Required:
Advise Bala, stating the legal issues involved.
(8 Marks)
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The Companies and Allied Matters Act, 2020 stipulates that public companies must appoint statutory auditors.
Required:
Explain briefly FOUR of the steps in the procedure for the removal of auditors of a public company before the expiration of their tenure of office.
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Which of the following is an effect of a receivership order?
A. Powers of the company directors cease
B. The Company Secretary becomes the Receiver Manager
C. The shareholders take over the company’s assets
D. The official receiver locks up the company
E. The debtors are imprisoned
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When is shareholding qualification required of a director?
A. To screen those qualified
B. At the direction of the Corporate Affairs Commission
C. When stipulated by the Memorandum of Association
D. When stipulated by the Articles of Association
E. When required by a Bill
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In respect of Public Limited Liability (PLC) companies, the position of CAMA 2020 is that upon incorporation:
A. N200,000 in nominal value of its share capital must have been issued
B. N400,000 in nominal value of its share capital must have been issued
C. N2,000,000 in nominal value of its share capital must have been issued
D. N4,000,000 in nominal value of its share capital must have been issued
E. N20,000,000 in nominal value of its share capital must have been issued
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