FACULTY OF MANAGEMENT SCIENCES

DEPARTMENT OF APPLIED LAW

COMERCIAL LAW 2 MODULE 2
ASSESSMENT 2 – 2022

INSTRUCTIONAL PROGRAMME: DITAX1

INSTRUCTIONAL OFFERING: COMMERCIAL LAW 2 MODULE 2
SUBJECT CODE: COLA202

DUE DATE: 10 JUNE 2022

TOTAL MARKS: 85 MARKS

EXAMINER/S: NN MTHEMBU
MODERATOR: MRS TE KHUMALO
___________________________________________________________________
INSTRUCTIONS

NB: This is a Research Assignment which aims to plant and cultivate an academic culture of research to
students, Therefore You are required to consult various sources in your endeavour to answer these
questions. Mere reliance on your notes and study guide will not suffice.
TYPE OUT YOUR ANSWERS USING ARIAL FONT SIZE 12, 1½, SPACING

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E-MAIL YOUR ANSWERS TO NomfundoM8@dut.ac.za AS A PDF ONLY.
NUMBER YOUR ANSWERS CORRECTLY
I WISH YOU ALL THE BEST FOR THIS ASSIGNMENT!

QUESTION 1

1.1. Khuthala has been appointed as a business rescue practitioner for Masibambane Pty Ltd.
Some affected persons are unhappy because Khuthala has started drafting the business
rescue plan without any consultation with them. They claim that according to the Companies
Act 71 of 2008, before any business rescue proceedings can take place, the business
rescue practitioner is obligated to consult with affected persons.

1.1.1 Explain with reference to the Companies Act 71 of 2008 the meaning of affected persons
during business rescue proceedings. You are required to explain the extent of the
relationship that this person is having with the company and the effect the business rescue
proceedings will have on them.
(15)
1.1.2 Is Khuthala compelled to consult with the affected persons? (5)

1.2. Nqobani is the director of Masibambane Pty Ltd. He has been unco-operative with the
business rescue practitioner and has refused to hand over important financial documents
in order to proceed with the business rescue proceedings.
1.2.1 Advice Khuthala on the legal remedies available against directors who refuse to co-operate
with business rescue practitioners. (5)

1.3 After the incorporation of a contract, is there any time where a company operates without
a director. In your explanation make reference to the application of section 152 of the
Companies Act 71 of 2008. (5)

30 Marks

QUESTION 2

2.1. There are various transactions that trigger compliance with different rules and regulations
recorded in the Companies Act 71 of 2008 and a failure to comply with the rules and regulations
applicable to a transaction will have serious ramifications which would include the
unenforceability of a transaction. Some of these transactions are a merger and amalgamation.

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2.1.1. With reference to the Companies Act 71 of 2008, explain the meaning and differences of
the above mentioned concepts. Illustrate your answer by referencing relevent examples
including case law. (10)

2.1.2. Write short notes on the following legal concepts and transactions

2.1.2.1. Ratification (10)

2.1.2.2 The legal effect of an amalgamation or merger (10)

30 marks

Question Three

3.1. Critically analyse the duties of directors by refering to the Companies Act 71 of 2008. In
your analysis substantiate your answer by refering to relevant case law. (25)

25 Marks

Total 85

END OF PAPER