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a} ICtutline a classication of registered companies on the basis of share capital- What do you understand by the phrase \"ultra yires\" in the wider sense? Section 22 {1) of the Companies fact has been interpreted to mean that when the articles are registered mo contracts come into existence. Enumerate the characteristics of the so called r'second contact\". To what extent may a company alter the objects clause of its memorandum of associalion? e} Josiah andJoachim and others incorporated a public company to carry on the business of exporling owers 11) to Europe and the United States. The company's shares attracted a heavy subscription and the company has over TU members whose shares are Jlly paid. For the last 5 years, the company has made enormous prot and members are yery happy with their irryeslment However: recently, the European Union and the United States excluded Kenyan owers from the market on the ground that they contained dangerous levels of poisonous chemicals- The company cannot new export owers to Europe or le United States and shareholders are at a loss. Oliver and Ben: who are shareholders have approached you for advice on what action to take. Advise them. In what circmnstances may a registered company pay a commission? Under Section 45 {1] of the Companies an persons who are party to the issue of a prospectus containing any untrue statement may be held liable to compensate a third party who has suffered loss or damage by reason of subscribing for shares or debentures on the faith of such statements- However an expert may escape liability in certain circumstances. Identify these circumstances- In addition to the matters specied in Part I of the Third Schedule and the reports specied in Part ll of that schedule: a prospectus must state certain other matters. Enumerate these matters. 1} I'Tn considering an application for the reduction of capital of a company under the Companies Act, Cap 436, the Courts while affording adequate safeguards for the interests of creditors have ignored totally.r the interest of the shareholders and the public at large\". Do you agree? j} Distinguish between consolidation of shares and dirrlinuon of capital. 1;) What do you understand by \"oorporate governance\