LML4806 COMPANY LAW
MAY/JUNE AND OCT/NOV 2020 ANSWERS
Joseph
0784683517
,CONTENTS
MAY/JUNE 2020 ANSWERS
OCT/NOV 2020 ANSWERS
, LML4806 MAY/JUNE 2020 ANSWERS
QUESTION 1
1.1 In terms of the Companies Act, only public companies have a statutory obligation to
convene annual general meetings. However, other companies may voluntarily hold such
meetings. Section 611 stipulates that at least the following matters must be transacted at
the annual general meeting that is election of directors to the extent required by the
Companies Act or the company’s Memorandum of Incorporation, appointment of an
auditor for the following financial year, appointment of an audit committee, presentation
of the directors’ report, presentation of audited financial statements for the immediately
preceding financial year, presentation of an audit committee report and any matter raised
by shareholders.
1.2 The requirement of notice of meeting are governed by section 62 of the Companies
Act. Section 62 of the Companies Act proves that notice of a meeting must be in writing,
indicate the date, time and place of the meeting, indicate the general purpose of the
meeting, contain a statement that a shareholder is entitled to appoint a proxy who may
participate in the meeting and vote on his or her behalf, indicate that participants in the
meeting have to provide proof of identification, be accompanied by a copy of any
proposed resolution to be discusses at the meeting, be given at least ten days prior to
the meeting (15 days for public companies and non-profit companies with members)
If there has been a material defect in the giving of notice, the meeting may proceed only
if every person who is entitled to vote in respect of any item on the agenda is present at
the meeting and votes to approve the ratification of the defective notice.
The notice of the meeting given in the scenario is invalid as it does not state the purpose
of the meeting as required in section 62 of the Companies Act.
1
Companies Act 71 of 2008(hereinafter referred to as Companies Act).
MAY/JUNE AND OCT/NOV 2020 ANSWERS
Joseph
0784683517
,CONTENTS
MAY/JUNE 2020 ANSWERS
OCT/NOV 2020 ANSWERS
, LML4806 MAY/JUNE 2020 ANSWERS
QUESTION 1
1.1 In terms of the Companies Act, only public companies have a statutory obligation to
convene annual general meetings. However, other companies may voluntarily hold such
meetings. Section 611 stipulates that at least the following matters must be transacted at
the annual general meeting that is election of directors to the extent required by the
Companies Act or the company’s Memorandum of Incorporation, appointment of an
auditor for the following financial year, appointment of an audit committee, presentation
of the directors’ report, presentation of audited financial statements for the immediately
preceding financial year, presentation of an audit committee report and any matter raised
by shareholders.
1.2 The requirement of notice of meeting are governed by section 62 of the Companies
Act. Section 62 of the Companies Act proves that notice of a meeting must be in writing,
indicate the date, time and place of the meeting, indicate the general purpose of the
meeting, contain a statement that a shareholder is entitled to appoint a proxy who may
participate in the meeting and vote on his or her behalf, indicate that participants in the
meeting have to provide proof of identification, be accompanied by a copy of any
proposed resolution to be discusses at the meeting, be given at least ten days prior to
the meeting (15 days for public companies and non-profit companies with members)
If there has been a material defect in the giving of notice, the meeting may proceed only
if every person who is entitled to vote in respect of any item on the agenda is present at
the meeting and votes to approve the ratification of the defective notice.
The notice of the meeting given in the scenario is invalid as it does not state the purpose
of the meeting as required in section 62 of the Companies Act.
1
Companies Act 71 of 2008(hereinafter referred to as Companies Act).
