ADM609: JUNE 2012.Part A:1. List down the differences between a partnership and a private company limited byshares.Items Partnership Firms Company limited by shares.Legal status No legal status An artificial legal statusFormation By written or oral agreement Registration under Registrar ofBusiness under RBA 1956 –Filing Form A Incorporation under CA 1956by lodging the variousprescribed statutory forms andMOA & AOARegistration Fee Cheap ( From 30 & RM 55) Costly at least RM1,250Owner Min: 2 Max: 20Private: Min: 2 Max:50Public: Min 2 Max: unlimitedCapital Contributed by partnersBy allotting shared to theshareholdersLiabilities ofowner.Unlimited liabilities on the ownerLimited to the amount of sharessubscribe by the shareholdersOwnership ofthe propertiesJointly owned by the partners Owned by the company.SuccessionLife span depends on the partners.The partnership must enter into anew partnership agreement whenthe partners – passed away @bankrupt @ withdraws @ insane.Perpetual succession unless thecompany is liquidated. Existenceis not affected by the happeningsto the shareholders.
2. State EIGHT (8) examples of statutory registers to be kept and maintained by acompany.2.1. Register of members ( Section 158 CA 1965)2.2. Registers of the directors, managers and secretaries. ( Section 141 CA 1965)2.3. The register of option holders ( Section 68A(1) CA 1965)2.4. Register of debenture holder ( Section 70 CA 1965)2.5. Register of directors’ shareholdings, debentures and interests. (Section 134 CA1965)2.6. Registers of charges ( Section 115 CA 1965)2.7. The books of account. ( Section 167 CA 1965)2.8. The register of substantial shareholders (Section 691 CA 1965)3. Briefly explain the composition of the Board of Directors of a listed company.3.1. At least 2 or 1/3 of the board whichever is higher must be independent non-executive directors.3.2. Director must:3.2.1. Be a member of the Malaysian Institute of Accountant3.2.2. At least 3 years’ experience of work and must188.8.131.52. Have passed the examination specified in Part 1 of the Schedule ofthe Accountants Act 1967; or184.108.40.206. Be a member of one of the association of accountants specified inPart II of the 1stSchedule of the Accountants Act 1967; or3.2.3. Fulfills the following qualifications220.127.116.11. Degree/master/doctorate in accounting or finance and at least 3 yearspost qualification experience in accounting or finance18.104.22.168. At least 7 years’ experience being a chief financial officer of acorporation or having the function of being primarily responsible for themanagement of the financial affairs of a corporation.
4. Explain briefly FOUR (4) requisites of a valid notice of general meeting.4.1. Notice must contain4.1.1. Name of company4.1.2. Date/day/time of the meeting4.1.3. Place of the meeting4.1.4. The business to be held on the meeting (agenda)4.1.5. The notice date4.1.6. The signature of the company secretary5. Define class meeting and briefly explain the conduct of such meeting.5.1. Class meeting: meetings of the holders of a class of shares of the company whichissues different classes of shares5.2. Why conduct class meeting?5.2.1. Held in connection with situation concerning several of rights andprivileges attached to the class of shares.5.2.2. The rights attach to a class of shares may relate to income (dividend),capital in a reorganization, winding up or to voting rights.5.2.3. Detail of such rights is discussed in the meeting.6. Explain briefly FOUR (4) circumstances requiring a resolution with special notice.6.1. Removal of auditor from office ( Section 172(4))6.2. Removal of director from office before the expiration of his term of office(Section 128(2))6.3. Appointment of a person as director in place of a director is removed6.4. Removal of liquidator in a members’ voluntary winding up (Section 258(3))7. Define special business of a general meeting and state THREE (3) examples of itemof special business.
7.1. Business transacted at the EGM or AGM except consideration of the accounts,declaration of dividend, election of the directors and appointment and fixingremuneration of the auditors.7.2. 3 examples of special business items:7.2.1. Alteration of AOA @ MOA7.2.2. Appointment of alternate director7.2.3. Increase the share capital8. Explain the provision regarding the conduct of shareholders meeting under section145A of the Companies Act 1965. Give an illustration.8.1. Section 145A stated that A company shall hold all meeting of its members withinMalaysia and may hold a meeting of its members within Malaysia at more thanone venue using any technology that allows all members a reasonableopportunity to participate.8.2. Meeting of the members should be conducted within Malaysia and the meetingcould be held at the various venue by using any technology that allows allmembers to participate8.3. Illustration: An AGM of XYZ Sdn. Bhd. is held at Melaka on 12thJanuary 20xx.Mr. Kamal who couldn’t attend the meeting tend to use Skype as a medium ofcommunication to participate himself in the meeting.9. Define nominee director and explain his/her position as provided under section132(1E) of Companies Act 1965.9.1. Definition9.1.1. Nominee directors are a director that appointed to represent the interests ofa particular shareholders or creditors.9.2. Section 132 (1E): a director who was appointed by virtue of his position as anemployee of a company or who was appointed by or as a representative of ashareholder, employer or debenture holder, shall act in the best interest of the
company and his duty to his nominator, he shall not subordinate his duty to act inthe best interest of the company to his duty to his nominator.9.3. The nominee director should act in the best interest of the company and his dutyto his nominator9.4. Not to delegate his duty to any person to act the best interest of the company tohis duty or to his nominator.10.Explain the common seal of a company and the rules for the use of common seal.10.1. Common seal: every company must have a common seal ( Section 16 (5))10.2. The company number and name of the company in legible Romanized lattersshall appear on the seal. (Section 121(1)(a))10.3. Rules:10.3.1.Seal is affixed shall be signed by director @ company secretary @ 2nddirector @ some other persons appointed by the director for the purpose.10.3.2.Shall be done in manner as prescribed by the articles10.3.3.If the company transacts business abroad and having 1 or more seal for usein any place outside Malaysia, the seal shall be facsimile with the addition onits face of the name of the place where it is to be used.10.3.4.Duplicate common seal: facsimile with the addition on its face of the words“Share Seal” for the purpose of affixing the seal onto the share certificates.*Section 22.214.171.124.A company may by writing under its common seal empower any person asits agent or attorney to execute deeds on behalf of the company.