AUE1601_study_pack.

QUESTION 1 15 marks REQUIRED a Which one of the following situations is in compliance with the requirements of the Companies Act 71 of 2008, as amended? (Topics 2 & 4) 1 Lilly and Rose are going to register a new company, namely Flowers Limited. They are going to be the only directors of the company. 2 Carnation Limited will have a shareholders meeting on 30 June 2013. The notice of the shareholders meeting was delivered on 20 June 2013 to each shareholder. 3 The shareholders meeting of Daisy Limited, held on 30 June 2013, was conducted successfully. As per the minutes of the meeting, a voting quorum of persons holding 30% of all the voting rights that are entitled to be exercised in respect of at least one matter, were present. 4 Violet Limited was newly incorporated on 3 June 2012. The date of the first financial year-end as set out in the company’s notice of incorporation is 28 February 2013. The first annual general meeting will be held on 15 December 2013. a Which one of the following statements is not true in terms of the Companies Act, 71 of 2008, as amended? (Topics 2 and 4) A Except to the extent that the Memorandum of Incorporation provides otherwise, the board may, by resolution, approve the issuing of any authorised shares of the company as capitalisation shares on a pro-rata basis to existing shareholders. 12 2 The voting rights attached to the shares of a holding company held by its subsidiary, may be exercised while held by the subsidiary and whilst it remains a subsidiary. 3 Every company must establish and maintain a register of its issued securities which, inter alia, contains the details of the security and the holder, and any transfers of securities. 4 A subsidiary of a company may acquire shares of its holding company. (i) Which one of the following statements is not true in terms of the Companies Act 71 of 2008, as amended? (Topic 4) A Not all of the shares of any particular class have an associated voting right on any proposal to amend the preferences, rights, limitations and other terms associated with shares of that particular class. All of the shares of any particular class authorised by a company have preferences, rights, limitations and other terms that are identical to those of other shares of the same class, except to the extent that the company’s Memorandum of Incorporation provides otherwise. Each issued share of the company has associated with it one general voting right, subject to the provisions of the Act and the Memorandum of Incorporation. If the company has established only one class of shares, those shares have a right to vote on every matter that may be decided by shareholders of the company. (ii) Which one of the following statements regarding voting and shareholders' meetings is false in terms of the Companies Act 71 of 2008, as amended? (Topic 4) 1 A shareholder of a company may only appoint an individual that is a shareholder of that company as a proxy to participate in, speak and vote at a shareholders meeting on behalf of the shareholder. 2 On a show of hands, a person will only have one vote, irrespective of the number of shares he holds or represents. 3 On a poll, any member (including his proxy) is entitled to exercise all the voting rights attached to the shares held or represented by that person. 4 Voting on any matter at a shareholders meeting may be conducted by polling the persons present and entitled to exercise voting rights on that matter. 5. Which one of the following situations will lead to the non-compliance with the Companies Act 71 of 2008, as amended? (Topic 3) 1 Bobbi Limited’s financial year-end is 30 June 2013. The company prepared and completed its annual financial statements on 30 September 2013. 2 The financial statements for the financial year-end 30 June 2013 of Bobbi Limited are not going to be audited or independently reviewed.