LML4806
EXAM PORTFOLIO
MAY-JUNE 2025
, QUESTION 1 [20]
1.1 Quorum at Shareholders’ Meeting (5)
If a quorum is not present at a shareholders’ meeting, section 64(4) of the Companies
Act 71 of 2008 provides options to the chairperson:
The meeting must be postponed without motion, vote, or further notice, for one
week.
If the postponed meeting also lacks a quorum, and if the requirement for quorum
has not changed, then the shareholders present will be deemed to form a
quorum.
Alternatively, the chairperson may adjourn the meeting to another
date/time/location as agreed by the meeting.
Thus, the chairperson may:
1. Postpone the meeting.
2. Adjourn the meeting with the consent of those present.
3. Proceed at the next scheduled meeting even without a quorum, if the Act allows.
1.2.1 Issuing Shares to Varsha (5)
Section 41 of the Companies Act requires shareholder approval by special resolution if
shares are issued to:
A director,
A prescribed officer,
A person related or interrelated to them.
Since Vishal is a prescribed officer and Varsha is his sister (related as per s1 definition),
issuing shares to Varsha triggers s41(1). Therefore, shareholder approval is
required before the board can issue the shares to Varsha.
EXAM PORTFOLIO
MAY-JUNE 2025
, QUESTION 1 [20]
1.1 Quorum at Shareholders’ Meeting (5)
If a quorum is not present at a shareholders’ meeting, section 64(4) of the Companies
Act 71 of 2008 provides options to the chairperson:
The meeting must be postponed without motion, vote, or further notice, for one
week.
If the postponed meeting also lacks a quorum, and if the requirement for quorum
has not changed, then the shareholders present will be deemed to form a
quorum.
Alternatively, the chairperson may adjourn the meeting to another
date/time/location as agreed by the meeting.
Thus, the chairperson may:
1. Postpone the meeting.
2. Adjourn the meeting with the consent of those present.
3. Proceed at the next scheduled meeting even without a quorum, if the Act allows.
1.2.1 Issuing Shares to Varsha (5)
Section 41 of the Companies Act requires shareholder approval by special resolution if
shares are issued to:
A director,
A prescribed officer,
A person related or interrelated to them.
Since Vishal is a prescribed officer and Varsha is his sister (related as per s1 definition),
issuing shares to Varsha triggers s41(1). Therefore, shareholder approval is
required before the board can issue the shares to Varsha.
