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LML4806 Assignment 1 Semester 2 2025 (Detailed Answers) - DUE August 2025

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LML4806 Assignment 1 Semester 2 2025 (Detailed Answers) - DUE August 2025 Question: 1 You are approached by Stefan, the chairperson of the board of directors of JP Textiles Ltd for legal advice. He informs you that JP Textiles Ltd will be holding its fifth annual general meeting (AGM) next month at its registered office in Johannesburg. He further informs you that the board of directors is concerned that a significant number of the company’s shareholders and shareholder proxies who are based outside Johannesburg and overseas will not be able to travel to Johannesburg to attend the AGM in-person (physically) at the company’s registered office. Advise Stefan on what the company could do to ensure that it provides a reasonable opportunity for all the shareholders and shareholder proxies to attend and participate at its fifth AGM. (5) Question: 2 SA Renewables Ltd holds 40% of the ordinary shares in Green Energy Ltd and 100% of the ordinary shares in New Technologies Ltd. New Technologies Ltd holds 25% of the ordinary shares 4 in Green Energy Ltd. Green Energy Ltd wants to issue shares to raise cash. An investment company called Investment Solutions (Pty) Ltd wants to purchase the shares to be issued by Green Energy Ltd. However, Investment Solutions (Pty) Ltd does not have the money for the shares and requires a loan to purchase the shares. Therefore, the directors of SA Renewables Ltd, Green Energy Ltd and Investment Solutions (Pty) Ltd are negotiating a transaction in terms of which: • Investment Solutions (Pty) Ltd will purchase 10% of the shares to be issued by Green Energy Ltd; • The consideration for the shares will be paid for by a loan of R250 million that will be obtained by Investment Solutions (Pty) Ltd from Capital Bank Ltd; • SA Renewables Ltd will assure Capital Bank Ltd that Investment Solutions (Pty) Ltd will repay the loan; and • SA Renewables Ltd will give an undertaking to Capital Bank Ltd that, should Investment Solutions (Pty) Ltd fail to repay the loan, SA Renewables Ltd will step into Investment Solutions (Pty) Ltd’s shoes and repay the loan to Capital Bank Ltd directly. 2.1 Explain whether SA Renewables Ltd and Green Energy Ltd are related companies. (5) 2.2 Discuss the formalities and procedures that must be complied with before the board of directors may authorise the conclusion of an agreement in terms of which SA Renewables Ltd will assume the obligation to repay the loan in question to Capital Bank Ltd in the event that Investment Solutions (Pty) Ltd fails to do so. Also explain what the implications would be if SA Renewables Ltd concludes the agreement contrary to the required formalities and procedures. (10) TOTAL FOR ASSIGNMENT 01: [20]

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QUESTION 1

In terms of section 63(2) of the Companies Act 71 of 2008, JP Textiles Ltd must ensure that
all shareholders are allowed a reasonable opportunity to attend, participate in, and vote
at its AGM. Since many shareholders and proxies cannot physically attend the AGM in
Johannesburg, the company can hold the meeting entirely by electronic communication
or provide electronic participation facilities.

Section 63(2)(a) expressly permits a company to use any form of electronic
communication, such as video conferencing or hybrid meetings, as long as it enables
participants to communicate concurrently without an intermediary. Therefore, JP Textiles
Ltd could set up reliable virtual meeting platforms (e.g. Zoom or Microsoft Teams) to
broadcast the AGM live and allow shareholders to speak, ask questions, and vote
electronically.

However, the company must ensure that the electronic medium is accessible, secure, and
that proper notice is given specifying electronic participation details, to uphold the
principles of fairness, transparency, and inclusivity enshrined in the Act (Cassim et al.,
2012).




QUESTION 2
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SA Renewables Ltd and Green Energy Ltd are indeed related companies within the

meaning of section 2(1)(a) and (b) of the Companies Act. According to section 2(1)(a), two

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