Professional Documents
Culture Documents
EXAMINATION
October 2014
CORPORATE SECRETARYSHIP (BE-4)
Date:
Time:
Duration:
Marks:
24 October 2014
08h45 12h00
15 minutes reading time +
3 hours
100
General Instructions
1. Check that you have the correct examination paper and that it has all its pages and sections.
2. Write clearly and only use BLACK BALL-POINT INK. Do NOT use felt-tip pens or pencils. Cross
out errors in ink do NOT use correcting fluid. Please do NOT USE HIGHLIGHTER PENS.
3. Start each answer on a fresh page, clearly numbering it at the top.
4. Write the numbers of the questions you have answered on the front page of your answer book.
5. Securely fasten all pages and check that all answers are correctly numbered.
6. Submit your working papers where applicable making sure that you clearly identify them as
WORKING PAPERS.
Corporate Secretaryship
October 2014
Page 2 of 9
1.1
1.2
Defend the High Courts decision to hold Knowall liable to pay the sum
of R25 million to JB Construction.
(19)
(6)
[25 marks]
Corporate Secretaryship
October 2014
Page 3 of 9
QUESTION 2
Read the scenario and answer the questions.
You are the Company Secretary of Think Big Energy Technologies Limited,
a company listed on the JSE Limited. The company is in the business of
providing resources and technology for the provision of resources for
electricity generation in South Africa. PB Energy Limited, a company
incorporated in India, providing coal and hydroelectric power and fuel cell
technology in India, has acquired the major shareholding in Think Big with a
view to expanding operations into Africa.
At the time of the acquisition by PB Energy the board was as follows:
Corporate Secretaryship
October 2014
Page 4 of 9
2.3
(15)
(4)
[25 marks]
Corporate Secretaryship
October 2014
Page 5 of 9
QUESTION 3
Read the scenario and answer the questions.
The shareholders of ABC Hotel Holdings (Proprietary) Limited, are made up
as follows:
former employees;
directors;
public shareholders, who had been invested in a listed company
acquired by ABC Hotels some years previously and who had accepted
ABC Hotels shares in exchange for their shares in the listed entity;
corporate investors;
financial services providers; and
stock brokers.
ABC Hotels has three hotels in major centres in South Africa and has become
aware of a hotel which is being sold in Bloemfontein. The proposed
acquisition would support the companys strategy to grow the company and
would add considerable value.
The company has been investing part of its profits, after declarations of
dividends, with a view to growing the business and also has approval for a
bank loan which will partially cover the acquisition in Bloemfontein. A further
R100 million will have to be raised in order to finance the acquisition.
Required
3.1
3.2
(20)
(5)
[25 marks]
Corporate Secretaryship
October 2014
Page 6 of 9
QUESTION 4
Read the scenario and answer the questions.
Lonaf Investments Limited, has recently merged with Petervale Investments
Limited, both companies being unlisted public companies, resulting in many
changes for Petervale Investments Limited, as agreed in the shareholders
agreement. The changes are as follows:
Petervales financial year end is currently March each year and the
board has suggested that the financial year end be aligned with that of
Lonaf which is at the end of December each year.
Petervale had previously been exempted from forming a Social and
Ethics Committee but may no longer be exempt in terms of Regulation
43 as the merger would most likely result in the company scoring
above 500 Public Interest points. At that stage a social and ethics
committee would have to be formed.
Several changes are required to the Memorandum of Incorporation,
which include a change of Petervales name to Lonaf Africa, and an
increase in the authorised share capital from 500 000 ordinary shares
of no par value to 1 000 000 ordinary shares of no par value.
Required
As company secretary of Lonaf, prepare a paper for inclusion as part of the
agenda at the next board meeting, which will be required by the shareholders,
the board and your department to give effect to:
4.1
Change of the financial year end to the end of December each year;
(6)
4.2
(12)
4.3
The change of name and increase in the share capital of the company.
(7)
In each case, advise what action would be required and reference relevant
legislation in support of your recommendations.
[25 marks]
Corporate Secretaryship
October 2014
Page 7 of 9
QUESTION 5
2.
Alleging that proper notice of the Annual General Meeting has not been
given as he only received the annual report and notice of annual
general meeting that day which was insufficient notice to enable him to
attend the meeting;
3.
4.
Required
5.1
5.2
5.4
(4)
Advise him of the requirements for giving of notice of meetings and his
rights for the protection of his and other shareholders interests.
(12)
Corporate Secretaryship
October 2014
Page 8 of 9
QUESTION 6
Read the scenario and answer the questions.
You are employed by Vital Link Registrars, who are the appointed registrars
of numerous listed and private entities. You have been requested to attend
to the transfer of shares from Ms Linda Green, a shareholder of Blue Horizons
(Pty) Limited, who currently holds 50 000 shares in that company. She
wishes to sell 25 000 of these shares to Mr David Hill.
Required
Explain what would be required in order to give effect to the sale and transfer
of the shares from Ms Green to Mr Hill.
[25 marks]
(Total: 100 marks)
Corporate Secretaryship
October 2014
Page 9 of 9