QUESTION 1 E MARKS Zingapi is a minority shareholder in Telemark (Pty) Ltd. In spite of good business the company's profits are not increasing. Zingapl suspects that the directors, who are also majority shareholders, are wasting the company's money on unnecessary business trips and luxuries for themselves. Zingapi is concerned about the costs that she would incur in a court action against the directors. Advise her on the steps she should take in order to institute a derivative action on behalf of Telemark [Pty) Ltd. (6) QUESTION 2 E MARKS Sarah is a shareholder in ABC {Pty} Ltd. She will be abroad for business when the annual general meeting of the shareholders of ABC {Pty} Ltd takes place. Sarah approaches you for legal advice as she wants her brother John to attend the meeting on her behalf to vote on several important matters that will be discussed and voted upon at the meeting. Explain how this is possible in terms of the Companies Act T1 of 2008 and advise Sarah on the steps she must take in order to achieve this. (0] QUESTION 3 12 MARKS Themba, who was a manager of the Men's Club, approached the Commission for Conciliation, Mediation and Arbitration (the CCMA} seeking severance pay after he was retrenched. The trade union that he belongs to was informed that he was not employed by the Men's Club, but that he was in fact employed by a company named Bad Eloys (Pty) Ltd. The trade union duly cited Bad Boys [Pty]: Ltd as the respondent in a referral to the CCMA. The sole director and shareholder of Bad Boys [Pty} Ltd, Tendai lvlunyai, during conciliation indicated that the Men's Club was insolvent and that Themba had been dismissed for operational reasons. The commissioner advised Themba to refer an unfair dismissal dispute. 1v'll'hen the matter was referred for arbitration, both the Men's Club and Elad Eloys (Pty) Ltd were cited as respondents. After hearing the matter, the commissioner ordered Bad Boys (Pty} Ltd to pay Themba an amount of R250 000 for his unfair dismissal. However, it was discovered that Bad Boys (Pty) Ltd had no assets. In fact, Tendai lvlunyai who also participated in the running of the business had provided financial assistance to Bad Boys (Pty) Ltd and he had secured claims against the company for repayment of the loan amounts. Themba intends to seek an order from the Labour Court to the effect that Tendai Munyai was his true employer and that he must pay him the amount of R250 000. With reference to the relevant legislation and case law, indicate what Themba would have to prove in order to hold Tendai Munvai liable. {'12'I