CODeL ASSIGNMENT LETTER

(Programme(s)
BAcc

Academic Year 2018

Semester (1)

[Company Law and Practice]

[ACP3751]

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 ASSIGNMENT ADMINISTRATION

Faculty/ School Assignment Module Offering Due Date

Semester 1 and Double/Year Assignment 1 Faculty of Economics Modules 15 March 2018

Modules
Vacation School: All programmes, Tests are written during the Vacation School and made part of 26 – 29 March 2018
the timetable (compulsory)

Semester 1 Modules only Assignment 2 Faculty of Economics Modules 11 April 2018

Deadline of resubmissions for all Assignments and tests for students who missed during the 27 April 2018
vacation school

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 2018 Assignments

[ACP3751 – Company Law and Practise]

Dear Student,

Welcome to the University of Namibia and to the Centre for Open, Distance and e-Learning
(CODeL) in particular. We are confident that your studies and hard work will be rewarded with
success. We kindly advise that you obtain all the relevant information and booklets available for
distance students from your nearest UNAM Centre (including the 2018 CODeL Student
Information Letter, Online Assignment Submission Guide and other documents). These
documents will provide guidance on how to approach your studies and will guide you through
your study materials as well as providing useful administrative information in submitting
assignments.

Study materials
Your study guide is essentially your “teacher/lecturer”. However, in addition, you are required to
visit the library to consult prescribed books and recommended readings that are indicated in the
study guide as well as browse the Internet in general. You are also responsible to purchase any
prescribed textbooks required for your respective courses/modules. Furthermore, you are
strongly advised to follow the guidelines in the Online Assignment Submission Guide
available on Moodle.

Collaborative Learning

CODeL avails all your modules through Moodle, enabling you to interact with your fellow
students online through forum discussions and chats. You can use the same platform to engage
with your lecturers and tutors regarding academic support. Please take advantage of Moodle to
avoid isolation and strengthen your interaction with colleagues, ask for help, and share/receive
resources to aid your learning process. See below how to access forum discussions on Moodle:

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Submission of assignments
It is very important to complete and submit a clean, clear and well-argued assignment for
marking. Make sure that you have understood the questions in order to answer them correctly. It
is your responsibility to make sure that every page of the completed assignment is correctly
numbered before submitting your assignment. As from 2017, ALL assignments are submitted
through the Moodle Learning Management System. This is an online platform where you will
access all your modules and related information such as course outlines, course notes and
other learning materials that your lecturer/tutor may choose to share with you. Moodle is
accessible here: http://elearning.unam.edu.na. You should complete and submit all assignments
on or before the given due date in the assignment letter if you wish to obtain your CA marks and
qualify for examinations. CODeL always updates its assignment covers on an annual and
semester basis. Please ensure that you have used the latest assignment cover. The latest
assignment cover is availed on each course on Moodle.

Due Dates
All assignment due dates for 2018 are published on second and third pages of this assignment
letter . With the shift from manual to online assignment submission, due dates are automated
and non-negotiable. This means that you would be required to submit your assignments ON or
BEFORE the due date set on your assignment (before 11h59 PM). After the date has passed
(i.e. 12h00AM of the next day) the assignment submission will be disabled and you would
no longer be able to submit your assignment. Please note that as from 2018, assignment
due dates will vary depending on the Faculty in which you are studying. So take note of the
varying due dates of the different modules you are studying, depending on the Faculty from
which such module is offered. To keep pace with due dates, you are advised to regularly visit
your Timeline on your Course Overview on Moodle (see below), to get reminders of due
assignments and tasks. Also download the Moodle mobile app to access Moodle on your mobile
phone or tablet and have access to notifications about due dates at your fingertips. You can
download the app here: https://download.moodle.org/mobile/

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Due to challenges with Internet connectivity and speed, large files may take too long to upload,
which is a big risk if you wait until the last minute to submit your assignments. You are therefore
strongly advised NOT to wait until the due dates to submit your assignments so that you will
have time to report potential challenges and avoid disappointments. You are also advised to
ensure that you are in an area with good Internet connectivity when submitting your
assignments. Timely submission of all assignments on or before the given due date is crucial for
the timely calculation of your CA mark and determining admission to exams.
Take note that assignments should never be submitted directly by email or hard copy to
individual tutors or any other staff members of the University of Namibia.

Plagiarism Control

It has been observed that some students copy information from the Internet and paste into their
assignments without acknowledging the sources of the information. This is called plagiarism. A
copy of the Policy on Plagiarism and Cheating has been provided to you through the UNAM
website. Please note that plagiarism and copying and pasting would not be tolerated and shall
result in your assignments declared null and void. All assignments submitted through Moodle
would be checked for plagiarism using a plagiarism detection software. You will receive a report
on the overall overlapping of your assignment with the sources you have used. You are
therefore strongly urged to acknowledge EVERY source that you use for your assignment by
using the appropriate referencing style prescribed by your lecturers (APA Referencing guides
are available freely online). Find one here: http://www.uofa.edu/docs/apa-documentation.pdf

Any assignment found with high overlapping scores or with evidence of clear attempts to cheat
such as submitting an assignment that is not your own would result in serious consequences
(please refer to the Policy on Plagiarism and Cheating provided).

LATE SUBMISSION OF ASSIGNMENTS or WRITING OF TESTS

Late assignment will not be accepted nor marked. If there is a reason why you cannot
meet the due date, please consider cancelling the module within the cancellation
deadlines or contact your Student Support Coordinator for advice.

Vacation schools
Attending vacation school is COMPULSORY and the vacation school timetable will be made
available at your nearest UNAM centre and through the UNAM portal.

My UNAM Portal /Moodle

We recommend that you regularly (at least twice a week) access My UNAM Portal (for
administrative information) and Moodle (for learning and assessment information) on the UNAM
website for further information at the following URLs: http://my.unam.edu.na and
http://elearning.unam.edu.na

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 Closing remarks
If you study conscientiously, your efforts will be rewarded. Should you need any assistance or
clarification on the module contents, you can reach the relevant staff members at the contact
details as given below:

Tutor: Vatandapi Hiiho 061-2064664 vhiiho@unam.na

Student Support Coordinator: Charlene Kaereho 061-2063729 ckaereho@unam.na
lxoagus@unam.na it
Distance Education Officer: Lizzy Xoagus 061-2063608
is l(L) not (i) please
Mr Moyyo Jussi 061-2063715 jmoyyo@unam.na
Examination Officer
Ms Tussy Fillemon 061-2064881 tnfillemon@unam.na

NOTE: For additional information consult the CODeL Prospectus and UNAM General
Information and Regulations Prospectus.

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 ASSIGNMENT ONE (1)

Total Marks: 100

ANSWER ALL QUESTIONS

Note: All assignments are to be typed, using ONLY Times New Roman, font-size 12 with one

and half spacing. Any assignments that is not typed will NOT be accepted for marking.

The entire assignment must NOT exceed ten (10) pages in total. Any violation of this rule

will be punished

Question 0ne (1) [30 Marks]

a) Briefly discuss the notion of a company, characteristics of a company, how a company acquire
its Legal Personality, ways a company acquires its Legal Personality and consequences of a
company once it acquires the Legal Personality?
(15 Marks)

b) Discuss the doctrine of Lifting (Piercing) a Corporate Veil and Disregarding the Separate
existence of a company?
(15 Marks)

Question Two (2) [20 Marks]

a) Define pre-incorporation Contracts, requirements for pre-incorporation Contracts and state how
a company not existences can be bound to a Contract?
(10 Marks)

b) What are the main classes of shares and what are the characteristics of each class with regard to
dividends and the participation in a distribution on liquidation?
(10 Marks)

Question Three (3) [20 Marks]

a) Name and describe the constitutive documents of a company?

(5 Marks)

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 b) What is the effect of issuing of the certificate of incorporation by the Registrar, and
requirements must be satisfied before the company may commence business?
(5 marks)
c) Discuss the importance of the Turquand Rule?
(5 marks)

d) Define the ultra vires doctrine and discuss the application thereof under the common law?
(5 Marks)

Question Four (4) [30 Marks]

a) Discuss the various reasons for which a person may be disqualified from serving as a director of
a company under the Companies Act (No.28) of 2004?
(15 marks)

b) What are the categories of fiduciary duties of the director towards the company and what is the
content of each of these duties?

(15 Marks)

**NB:

In answering the above questions, the specific or relevant (applicable) provisions of the Companies
Act (No. 28) of 2004 must be referred to. Failure to do so, will lead to loss of marks. Where
appropriate, decided cases must be referred to in support of the answer.

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 ASSIGNMENT TWO (2)

Total Marks: 100

ANSWER ALL QUESTIONS

Note: All assignments are to be typed, using ONLY Times New Roman, font-size 12 with one
and half spacing. Any assignments that is not typed will NOT be accepted for marking.

The entire assignment must NOT exceed fifteen (15) pages in total. Any violation of this rule
will be punished

Question Two (1) [20 Marks]

a) What does the process of liquidation entail?

(5 Marks)

b) Comprehensively discuss the most important consequences of liquidation of a company?

(15 Marks)

Question 0ne (2) [20 Marks]

a) Discuss the process of voluntary winding up of a company?

(10 Marks)
b) What role does the law of insolvency play in winding up of companies?
(10 Marks)

Question Three (3) [20 Marks]

a) Briefly discuss the judicial Management procedure in Namibian law?

(20 Marks)

Question Four (4) [20 Marks]

a) What is an arrangement and compromise and what is the purpose of these procedures? (5)
b) In preparing the proposed arrangement or compromise the company must decide to which class
of members or creditors the scheme will apply. What criteria are used to classify members
and/or creditors into different classes? (5)

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 c) In terms of re-organisation of a company, what is a take-overs, its effect and when does it
occur?
(10 Marks)

Question Five (5) [10 Marks]

Section 44 of the Companies Act prohibits the company from providing any financial assistance for the
purchase or subscription of its shares.

a) What is extent of the prohibition as set out in section 44?

(1 Marks)
b) What are the consequences if the prohibition is not complied with?
(5 Marks)
c) Which exceptions to the prohibition exist?
(4 Marks)

Question Six (6) [10 Marks]

Ms. July Kamochi (seller) is the only shareholder of LVH Company (Pty) Ltd, a company whose liabilities
exceeds its assets. Ms. May Green (purchaser) wishes to purchase the shares from Ms. July Kamochi. As
security for the purchase price, a mortgage bond is registered over an asset of company. Ms. May
Green’s friend, Mr. Sue Vee binds himself as surety for Ms. May Green’s obligations to pay the purchase.
Ms. May Green fails to honour her obligation and Ms. July Kamochi sues Mr. Sue Vee in terms of the
contract of suretyship. Advise the respective parties as to their respective rights and obligations - if any.

**NB:

In answering the above questions, the specific or relevant (applicable) provisions of the Namibian
Companies Act (No. 28) must be referred to. Failure to do so, will lead to loss of marks. Where
appropriate, decided cases must be referred to in support of the answer.

Note: In answering all the problem questions, it will be essential to include the following information in
your response to the question:

i) The particular issue(s) raised in the question.

ii) Indicate the relevant area(s) of law to apply to the issues.
iii) List and explain the relevant cases to use as authority to support your discussion.

- END OF ASSINGMENT TWO -

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