MRL2601 PORTFOLIO MEMO - MAY/JUNE 2025 - SEMESTER 1 - UNISA - DUE DATE :- 27 MAY 2025 - (DETAILED ANSWERS WITH REFERENCES - DISTINCTION GUARANTEED!)

MRL2601 PORTFOLIO MEMO - MAY/JUNE 2025 - SEMESTER 1 - UNISA - DUE DATE :- 27 MAY 2025 - (DETAILED ANSWERS WITH REFERENCES - DISTINCTION GUARANTEED!) QUESTION 1 [10] Complete the sentences in this question by filling in the correct word/s or term/s. 1.1 A/an ……… is one of the units into which the proprietary interest in a profit company is divided. (2) 1.2 A/an ……… for meetings requires at least 25% of shareholders present, entitled to vote on at least one matter. (2) 1.3 ………… companies, state-owned enterprises, and certain private companies must appoint an auditor at their annual general meeting. (2) 1.4 A/an ………… right enables a shareholder to request that the company buy back their shares at fair value if specific actions are taken. (2) 1.5 A statutory ……………………… is an action by a member against other members on behalf of the close corporation for liability against the close corporation. (2) QUESTION 2 [35] Themba, Suzan, Bongani and Betty are shareholders of the IT company Showteck (Pty) Ltd. The primary business offering of Showteck (Pty) Ltd is to assist academic institutions to develop an online student support system. Suzan, Bongani, and Betty, as shareholders, passed a special resolution to alter the provisions in the Memorandum of Incorporation of Showteck (Pty) Ltd governing the preferences, rights and other terms of the class of preference shares held by Themba. Themba feels aggrieved by this variation that is materially adverse to his rights and interests as a holder of preference shares. With reference to the Companies Act 71 of 2008 and the facts above, answer the following questions: 2.1.1 State which remedy Themba may rely on and outline the four circumstances in which the remedy applies. (5) 2.1.2 Briefly advise Themba on the procedure that must be followed if he wishes to use this remedy. (10) 2.1.3 Suppose the actions of other shareholders have been oppressive and unfairly prejudicial towards Themba. List the three conditions under which the oppression remedy applies and indicate whether Themba may apply to the court for relief from oppressive and unfairly prejudicial conduct. (5) 2.2 The board of directors of Vulture (Pty) Ltd proposes that a shareholders’ meeting be convened in order to discuss a matter of the company which is not clearly outlined. Some of the shareholders received an agenda of the meeting, while others were not informed at all of the meeting or about the matters to be discussed at the meeting. With reference to the Companies Act 71 of 2008 and the facts above, answer the following questions: 2.2.1 Set out the requirements for a notice of a shareholders’ meeting and indicate whether the statutory notice requirements for this meeting have been complied with by Vulture (Pty) Ltd. (10) 2.2.2 Suppose the company has given a defective notice to convene the meeting. Explain whether the meeting may, under certain circumstances, proceed regardless of the defective notice. (5) QUESTION 3 [20] Bapela, Babra and Maite are members of a close corporation, Renu Your Home CC. The close corporation specialises in the renovation of immovable property, offering a range of services that enhance and restore various types of real estate. Recognising the importance of clarity and structure in their professional relationship, Bapela, Babra, and Maite have decided to draft an association agreement, which details specific rules and regulations that govern their respective duties and responsibilities within the corporation. Part of the association agreement stipulates that no member should contract services outside their specialities. However, Bapela, while acting on behalf of the close corporation, concludes a contract with Tment Pty (Ltd) to sell cars, which falls outside the scope of the close corporation. As a result, Bapela’s actions have affected the close corporation’s operations. With reference to the relevant provisions of the Close Corporations Act 69 of 1984 and the facts above, answer the following questions: 3.1 Discuss whether Bapela has the authority to conclude such a contract. (5) 3.2 Discuss whether the close corporation will be bound by the contract. Refer to relevant case law in your answer. (10) 3.3 Advise whether the members of the close corporation may take any remedial action against Bapela on behalf of the close corporation. (5) QUESTION 4 [15] 4.1 Briefly set out the functions of an audit committee in terms of the Companies Act 71 of 2008. (5) 4.2 Vela is the chief executive officer of a public company, Mistral Ltd. Vela wishes to be appointed as the auditor for Mistral Ltd. With reference to the Companies Act 71 of 2008, briefly list the grounds of disqualification for appointment as an auditor of a company, and advise whether Vela would be disqualified from becoming the auditor for Mistral Ltd. (10) TOTAL: 80 MARKS