LML4806
MEMO 2021 . LML4806 - Company Law
TMT Group Limited will be holding its tenth annual general meeting (AGM) next
month. The board of directors is concerned that it will not be possible to hold a
traditional venue-based AGM where the directors, board committee members, auditors,
shareh...
QUESTION 1 [20]
1.1 TMT Group Limited will be holding its tenth annual general meeting (AGM) next
month. The board of directors is concerned that it will not be possible to hold a
traditional venue-based AGM where the directors, board committee members, auditors,
shareholders and shareholder proxies can all attend in person and participate at the
meeting. This is due to the evolving COVID-19 outbreak and the related measures to
prevent its spread, including the requirements for stringent social distancing, the need
for people to avoid large public gatherings and the banning of all non-essential travel,
which have all impacted the manner in which traditional meetings are held.
With reference to the Companies Act 71 of 2008, advise the board of directors
regarding a possible alternative(s) to holding a traditional venue-based annual general
meeting in this case and indicate whether there are any requirements that must be
complied with. (5)
1.2 The board of directors of Thorstein Retail Group Ltd, a recently incorporated
company, is looking for ways through which the company can raise funds to finance its
business activities. Advise the directors of Thorstein Retail Group Ltd on the two
sources through which a company’s business activities can be financed. Also briefly
explain how the monies are raised from each source. (6)
1.3 Paint Your House (Pty) Ltd has four directors: Samson, Marianne, Adriana and
Tumelo. All of them also hold shares in the company. The Memorandum of
Incorporation of Paint Your House (Pty) Ltd states that the main object of the company
is to buy and sell paint. Despite Tumelo’s objection, the board of directors of Paint Your
House Ltd has entered into a contract to purchase luxury hotel apartments on behalf of
the company from VIP Living & Luxury (Pty) Ltd for an amount of R50 million.
,1.3.1 With reference to the Companies Act 71 of 2008, advise the board of directors
whether the contract to purchase the hotel apartments is a valid transaction that can be
legally enforced by VIP Living & Luxury (Pty) Ltd. (5)
1.3.2 In the event that the transaction is found to be beyond the company’s main object,
advise Tumelo on the remedies that would be available to her and to Paint Your House
Ltd in terms of the Companies Act 71 of 2008 against the directors who caused the
company to enter into the transaction. (4)
QUESTION 2 [26]
2.1 Hamba Kahle Ltd has made significant profits in the past financial year. The board
of directors is considering whether the company, and the subsidiaries of the company,
may acquire (repurchase) up to three percent of the shares issued by the company for a
consideration of R250 per ordinary share. The shares are to be acquired from the
ordinary shareholders as well as from some of the directors of the company.
With reference to the Companies Act 71 of 2008, advise the board of directors on the
following:
2.1.1 The formalities and the procedures that must be followed before Hamba Kahle Ltd
and any of its subsidiaries may acquire the shares in this case. (12)
2.1.2 The implications for Hamba Kahle Ltd, its shareholders and its directors if the
company acquires the shares contrary to the required formalities and procedures.
(5)
, 2.2 Musa, Amos, Sipho and Jimmy are directors of Khubo Limited. Jimmy was
appointed as an executive director of Khubo Limited three years ago under a five-year
contract of employment with the company. Musa has expressed his concerns to the
board of directors that for the past two financial years Jimmy has been failing to ensure
the timely preparation and submission of the company’s annual financial statements,
and that Jimmy omitted to sign the annual financial statements for the previous financial
year as the authorised director, as required. Musa has also informed the board of
directors that, prior to joining Khubo Limited, Jimmy was removed as chairperson of the
board of trustees of the JF Pension Fund after he forged some documents and withdrew
R10 million from the JF Pension Fund’s bank account for his personal use. Advise
Jimmy on the following:
2.2.1 Whether under the circumstances of this case the board of directors of Khubo
Limited will have valid grounds to remove him (Jimmy) as a director of the company.
(4)
2.2.2 The procedure that the board of directors must follow and the rights that Jimmy
has in terms of the Companies Act 71 of 2008 should the board of directors decide to
remove him as a director. (5)
QUESTION 3 [19]
3.1 Xtra Mile Limited recently listed its securities on the Johannesburg Stock
Exchange Limited. Xtra Mile Limited does not have a social and ethics committee.
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