QUESTION TWO (20 marks) Your firm acts for SBL Bakery Limited (“SBL”), which runs a food manufacturing business in Rotherham. A schedule of the directors and shareholders in SBL together with a copy of SBL’s articles of association is set out in Document B. SBL’s current Net Borrowing is £3.5 million and its current Net Worth is £10.5 million. The directors of SBL wish to put into effect the following proposals:
a) The purchase of a new Heissenkoch 123 Oven for £105,000.
b) The entry into an unsecured loan of £100,000 from Flytrap Plant Finance Limited to finance the purchase of the oven.
c) The appointment of Dilip Sharma to the board of directors as a non-executive director as soon as possible.
(a) Explain how SBL may put these matters into effect within one set of chronological meetings/documents, identifying all relevant matters of company procedure. Assume for the purposes of this part
(a) that all participants are in favour of the proposals. (14 marks)
(b) For the purposes of this part (b), assume that a board meeting has been called to appoint Dilip, that Andrew Thompson is opposed to the appointment and that Sharad Kapoor is unable to attend the meeting. Explain whether Andrew can prevent Dilip’s appointment. (6 marks)
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