LML4806 Assignment 2 (COMPLETE ANSWERS)
Semester 2 2025 – DUE September 2025; 100%
CORRECT AND TRUSTED SOLUTIONS
If a compromise is approved by court? - answers- company must file a copy of the order
with Companies Commission within 5 business days
- copy must be attache to each copy of Company MOI
- order of court is final and binding on all creditors or class of creditors from the date on
which a copy of the order is filed
Company Secretary - answers- public & state owned company are obliged to appoint
one
- company must maintain record of company secretaries
- secretary is chief administration officer
- should be someone with knowledge of and experience in relevant legislation
- accountable to board of directors
- duties - guide directors on duties; powers & responsibilities; make directors aware of
law
- board may adopt a resolution to remove company secretary
How do you hold a SH meeting w/o everyone present - answersPROXY
- S58
- appointment must be in writing & signed
- speak & vote on behalf of SH
WRITTEN RESOLUTION
- S60
- must be submitted to SH for consideration
- adopted by same % of support as is required to pass the res at a meeting
- SH must vote on res within 20 business days after res was submitted to them
- company must deliver a statement to SH describing the results of vote within 10
business days after company adopted written resolution
Delinquency - answers- S162(1)
- person grossly abused the position of director
- took personal advantage of info or an opportunity contrary to S76(2)(a)
- intentionally or by gross negligence inflicted harm upon the company or subsidiary of
company
- acted in a manner that amounted to gross negligence, wilful misconduct or breach of
trust in relation to the performance of the directors functions
- Gihwala v Grancy property - 3 directors appropriated financial benefit or themselves.
Court held that their conduct entailed gross abuse of position of director. Action was
intentional. Therefore breach of trust
, RF company - answers- when MOI contains special conditions
- special conditions is a condition which restricts or prohibits the amendment of any
particular provision in the MOI of a company
- purpose of RF is to draw attention of 3rd parties to the presence of special conditions
in MOI
Group of companies - answers- a holding company and all its subsidiaries
Wholly owned subsidary - answers- a company in which all of the voting rights are held
by another person or persons
Shareholder meeting - quorum & adjournment requirement? - answers- S64 meeting
may not begin until at least 25% of all voting rights are present (subject to company
MOI)
- for companies with more than 2 SH, at least 3 SH present & 25% requirement
- S64(4) - if within one hour after scheduled time for meeting to commence, quorum is
not met, meeting may be postponed w/o motion, vote or further notice for 1 week
- S64(5) - may extend 1 hour for reasonable period if exceptional circumstances exist
such as weather, transport, electronic communication have impeded ability of SH to be
present
- SH delayed must have communicated intention to attend meeting, and would satisfy
quorum requirements
Doctrine of constructive notice - answers- 3rd parties are deemed to be fully acquainted
with contents of company's public docs, whether they have read them or not
- partially abolished by S19(4) CA
- 3rd parties are no longer deemed to have had notice or knowledge of contents of
public docs of company merely because they have been filed with CIPC or are available
for inspection at company office
Merger of companies? - answers- S113(2) - merger if the amalgamation of a company,
results in the formation of a new company which holds all assets & liabilities
- old company ceases to exist
- amalgamation is permissible, provided directors of each company reasonably believe
new company will satisfy solvency and liquidity test
- transaction must be approved by special resolution of SH of all companies
- notice of SH meeting must be accompanied by a copy of merger & details of proposed
special resolution and appraisal rights
What must be set out in a merger agreement - answers- new MOI
- Name, ID number of directors
- Manner in which securities are converted
- Manner of payment of any consideration
- estimate cost of merger
- details of proposed allocation of assets and liabilities
Semester 2 2025 – DUE September 2025; 100%
CORRECT AND TRUSTED SOLUTIONS
If a compromise is approved by court? - answers- company must file a copy of the order
with Companies Commission within 5 business days
- copy must be attache to each copy of Company MOI
- order of court is final and binding on all creditors or class of creditors from the date on
which a copy of the order is filed
Company Secretary - answers- public & state owned company are obliged to appoint
one
- company must maintain record of company secretaries
- secretary is chief administration officer
- should be someone with knowledge of and experience in relevant legislation
- accountable to board of directors
- duties - guide directors on duties; powers & responsibilities; make directors aware of
law
- board may adopt a resolution to remove company secretary
How do you hold a SH meeting w/o everyone present - answersPROXY
- S58
- appointment must be in writing & signed
- speak & vote on behalf of SH
WRITTEN RESOLUTION
- S60
- must be submitted to SH for consideration
- adopted by same % of support as is required to pass the res at a meeting
- SH must vote on res within 20 business days after res was submitted to them
- company must deliver a statement to SH describing the results of vote within 10
business days after company adopted written resolution
Delinquency - answers- S162(1)
- person grossly abused the position of director
- took personal advantage of info or an opportunity contrary to S76(2)(a)
- intentionally or by gross negligence inflicted harm upon the company or subsidiary of
company
- acted in a manner that amounted to gross negligence, wilful misconduct or breach of
trust in relation to the performance of the directors functions
- Gihwala v Grancy property - 3 directors appropriated financial benefit or themselves.
Court held that their conduct entailed gross abuse of position of director. Action was
intentional. Therefore breach of trust
, RF company - answers- when MOI contains special conditions
- special conditions is a condition which restricts or prohibits the amendment of any
particular provision in the MOI of a company
- purpose of RF is to draw attention of 3rd parties to the presence of special conditions
in MOI
Group of companies - answers- a holding company and all its subsidiaries
Wholly owned subsidary - answers- a company in which all of the voting rights are held
by another person or persons
Shareholder meeting - quorum & adjournment requirement? - answers- S64 meeting
may not begin until at least 25% of all voting rights are present (subject to company
MOI)
- for companies with more than 2 SH, at least 3 SH present & 25% requirement
- S64(4) - if within one hour after scheduled time for meeting to commence, quorum is
not met, meeting may be postponed w/o motion, vote or further notice for 1 week
- S64(5) - may extend 1 hour for reasonable period if exceptional circumstances exist
such as weather, transport, electronic communication have impeded ability of SH to be
present
- SH delayed must have communicated intention to attend meeting, and would satisfy
quorum requirements
Doctrine of constructive notice - answers- 3rd parties are deemed to be fully acquainted
with contents of company's public docs, whether they have read them or not
- partially abolished by S19(4) CA
- 3rd parties are no longer deemed to have had notice or knowledge of contents of
public docs of company merely because they have been filed with CIPC or are available
for inspection at company office
Merger of companies? - answers- S113(2) - merger if the amalgamation of a company,
results in the formation of a new company which holds all assets & liabilities
- old company ceases to exist
- amalgamation is permissible, provided directors of each company reasonably believe
new company will satisfy solvency and liquidity test
- transaction must be approved by special resolution of SH of all companies
- notice of SH meeting must be accompanied by a copy of merger & details of proposed
special resolution and appraisal rights
What must be set out in a merger agreement - answers- new MOI
- Name, ID number of directors
- Manner in which securities are converted
- Manner of payment of any consideration
- estimate cost of merger
- details of proposed allocation of assets and liabilities
