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ADM609 Januari2013
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  • 1. ADM 609 :JANUARY 2013 PART A1. Explain limited and unlimited company.(4 marks)a. Limited liability of its membersb. Limited by shares : liability of the members depend on the unpaid shares.c. Limited by guarantee : Liability of members depend on the amount of membersagree to guarantee to contribute on the asset of the companyd. Unlimited company : no limit on liability of members2. Form 22 – if the company issue prospecteous / Fomr 18 & Statement in view ofprospecteous if do not issuea. Fees of RM 350 for approval to commence business3. Minutes is a written report transacted at the previous meeting. Section 156 (a) & (b) / asrefers to the provision of company act.a. Maintain 2 minutes booksi. Shareholder meetingii. Directors meetingb. Minutes must be enter into a minutes book within 14 days after date of meetingc. Minutes must be signed by chairman4. LISTED COMPANY – Company Secretary Dutiesa. Need to make announcement to Bursa Malaysia after the resolutionb. Doc need to be lodge – within 14 days to CCM:i. Form 11 :ii. Form 28 : increase share capitaliii. Fees : based on the share capital5. Procedure of removing company secretarya. Passed resolution to remove company secretary.b. Passed resolution to apoint new company secretaryc. Fill the Form 48F keep at registered officed. Lodge form 49 by adding the name of the new company secretary and lodge toccm within 1 month of the appointment.e. Update register of manager/director/secretary.6. Defined notice : notice form of medium of communication to summon any personentitled to vote at the meeting.a. Shorter notice (effect):i. AGM - ALL person entitled to vote and present must agree on the shorternotice.ii. Other meeting – 95% of total nominal value must agree to the shorternotice.
  • 2. 7. Define share qualification : number of shares need to be hold by directors before his/herappointment.a. Refer to Section 124 CA 1965: Each directors must within 2 months obtain theshare qualification after his/her appointment.8. Refer to article 46 : ordinary business as followsa. Consider to account balance sheet/ reports on directors and auditors.b. Elections of directors for those who retiringc. Appointment & fixing the remuneration of the auditors9. Motions & formal motions.a. Motions is a proposal put forward for discussion at the meetingb. Formal motion: aka procedural motions. Concern about procedure of themeeting which not the actual business stated in the notice. –xda dalam noticetapi dia procedural- ex: adjournment of a meeting.c. Amendment motion can be amended : ex: to fired director but due to manydisagreement by the members, the motion is amended’d. Formal motion: cannot be amended.e. Motion in the scope of notice, formal motion notin the scope of notice.f. Form of procedural motion: must not be in negative form. Formal motion mayconstruct in negative form. “Not”.10. How to revoke proxya. Appointer present at the meetingb. Appointer appoint another person as proxyc. Notice of revocation of proxyd. Death and insanity of appointere. Transfer of sharesf. Appointer inform chairman verbally to revoke proxy before meetingPART BQUESTION 1:The Secretary of ChocoLand Sdn. Bhd., Mrs Sarah, had issued a notice of an extraordinarygeneral meeting of the company without the authority of the board of directors. The purposeof the meeting was to pass a resolution to increase the authorised share capital of thecompany. The notice calling for the meeting was drafted and sent to the members 14 daysbefore the meeting.The shareholders who were present on the day of the meeting were Ali, Kumar, Mazlan and
  • 3. Lee Swee, a proxy of Ahmad. At the meeting, Hasri was supposed to chair the meeting butdid not arrive after 30 minutes of waiting. The members then decided to appoint Mazlan asthe chairman.At the time of the discussion of the issue, Ali and Kumar had left the meeting and only LeeSwee and Mazlan remained. Mrs. Sarrah reminded the chairman of the lack of quorum.However, the chairman ignored Mrs. Sarrah, and proceeded to take a vote on the motion, byshow of hands. Lee Swee voted against the motion while Mazlan voted in its favour. Thechairman then purported to use his casting vote in favour of the motion and declared that theresolution was carried.Discuss the validity of the meeting.1. Issue 1: Whether the meeting without proper convening body valid or nota. General rule: meeting must properly convened.i. Convened the meeting can be done by1. Directors2. Shareholder3. Courtii. the case: Company secretary convened the meeting.iii. conclusion: meeting not valid. The meeting must be convened by aproper convening body. Relate with the case. However if the meeting isratified by proper convening body ( board/members), it is valid. Hoopervs. Kevr.2. when the periods of notice suffiecient or not]a. general rule: period of notice must be sufficient either 14/21 days. Ordinaryresolution : 14 days. Special resolution : 21 days.b. Case: to arise share capitalc. Article 40 and Section 60.d. If the company want to author/arise share capital: ordinary resolutione. Therefore the period of notice is sufficient and valid.3. Whether Quoruma. Gen. Rule: Quorum must be at least 2.b. As refer to the case. 4 members present include 1 as proxy. Thus, the quorum ismastered.4. Appointment of Mazlan as chairman valid or not.a. Chairman is a person precide in the meeting
  • 4. i. chairman’s appointment : article 49 – there is no chairman/chairman didnot present within 15 minutes from the time supposed to hold themeeting, the members shall appoint any members to be a chairman.l Case: 30 minutes late. Appointment of mazlan is valid.5. Whether the meeting is failed to maintain the quoruma. Quorum must be at least 2.b. Even A B left meeting, quorum is still at least 2.6. Whether chairman can use casting votea. Article 53 : casting voteb. The resolution is valid – chairman has right to use casting vote.7. If public company: 21 days notice.QUESTION 3You are the company secretary of HighTech Berhad, a company listed on Bursa Malaysia.Recently, at a board meeting, the directors have decided to hold the Extraordinary GeneralMeeting (EGM) of the company to propose to their shareholders to alter articles and toremove Messrs Auditors & Co. as auditors of the company. The board has decided to holdthe EGM in Singapore as an incentive to shareholders to attend the meeting.After the board meeting, Encik Ahmad, a newly appointed director seeks your advice on thefollowing matters:the procedure involved in the alteration of articles;(11 marks)the requirement in Section 153 pertaining to removal of auditors of the company and anyother resolutions in which such section is also applicable; and(5 marks)the validity of the meeting if it is held in Singapore.(4 marks)1. valid or nota. valid but may get penalty from CCM for breach of requirement.