Question

The following is some information on the LILAN holdings LTD, a conglomerate of retail, manufacturing, and logistics companies:

Position	Name	Additional Info
Chairman of the board	Lukas Joseph	The CEO of the company
Director male	Bongani Joseph	Brother of Lukas
Director male	Johnny Shapang	Son in law of Bongani
Director female	Lilian Grade	Director on 3 other boards of retail companies
Director male	James Haufiku	Respected Community pastor.
Lawyers	Hambelela Paulus and partners	These are the lawyers of the company. The lawyers own 35% of the shares in LILAN holdings
Company secretary Auditors	Julian Paulus Every cent matters	Spouse of Hambelela Paulus Every cent matters also provides accounting services to LILAN Holdings

All the directors and chair serve on the committees which are the audit and remuneration committees.

Please comment on any concerns you may have in terms of Namcode, Companies act and Code of Professional conduct. 

Answer 1

if the permission has not been granted by the stock exchange or each such stock exchange, as the case may be, before the expiry of ten weeks from the date of the closing of the subscription lists: Provided that where an appeal against the decision of any recog- nized stock exchange refusing permission for the shares or debentures to be dealt in on that stock exchange has been preferred under section 22 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956 ), such allotment shall not be void until the dismissal of the appeal.]

(2) Where the permission has not been 1 applied under sub- section (1)] 2 or, such permission, having been applied for, has not been granted as aforesaid], the company shall forthwith repay without interest all moneys received from applicants in pursuance of the prospectus, and, if any such money is not repaid within eight days after the company becomes liable to repay it 1 the company and every director of the company who is an officer in default shall, on and from the expiry of the eighth day, be jointly and severally liable to repay that money with interest at such rate, not less than four per cent. and not more than fifteen per cent., as may be prescribed, having regard to the length of the period of delay in making the repayment of such money.] 3

(2A) 4 Where permission has been granted by the recognized stock exchange or stock exchanges for dealing in any shares or debentures in such stock exchange or each such stock exchange and the moneys received from applicants for shares or debentures are in excess of the aggregate of the application moneys relating to the shares or debentures in respect of which allotments have been made, the company shall repay the moneys to the extent of such excess forthwith without interest, and if such money is not repaid within eight days, from the day the company becomes liable to pay it, 1 the company and every director of the company who is an officer in default shall, on and from the expiry of the eighth day, be jointly and severally liable to repay that money with interest at such rate, not less than four per cent. and not more than fifteen per cent., as may be prescribed, having regard to the length of the period of delay in making the repayment of such money.] 3

1. Subs. by Act 31 of 1988, s. 10 (w. e. f. 15- 6- 1988 ).

2. Subs. by Act 41 of 1974, s. 8, for certain words (w. e. f. 1- 2- 1975 ).

3. Omitted by Act 31 of 1988, s. 10 (w. e. f. 15- 6- 1988 ).

4. Ins. by Act 41 of 1974, s. 8 (w. e. f. 1- 2- 1975 ).

(2B) If default is made in complying with the provisions of sub- section (2A), the company and every officer of the company who is in default shall be punishable with fine which may extend to five thousand rupees, and where repayment is not made within six months from the expiry of the eighth day, also with imprisonment for a term which may extend to one year.]

(3) All moneys received as aforesaid shall be kept in a separate bank account maintained with a Scheduled Bank 1 until the permission has been granted, or where an appeal has been preferred against the refusal to grant such. permission, until the disposal of the appeal, and the money standing in such separate account shall, where the permission has not been applied for as aforesaid or has not been granted, be repaid within the time and in the manner specified in sub- section (2)]; and if default is made in complying with this sub- section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five thousand rupees.

(3A) 2 Moneys standing to the credit of the separate bank account referred to in sub- section (3) shall not be utilised for any purpose other than the following purposes, namely:-

(a) adjustment against allotment of shares, where the shares have been permitted to be dealt in on the stock exchange or each stock exchange specified in the prospectus; or

(b) repayment of moneys received from applicants in pursuance of the prospectus, where shares have not been per- mitted to be dealt in on the stock exchange or each stock exchange specified in the prospectus, as the case may be, or, where the company is for any other reason unable to make the allotment of share.]

(4) Any condition purporting to require or bind any applicant for shares or debentures to waive compliance with any of the require- ments of this section shall be void.