MULTIMEDIA UNIVERSITY

ACADEMIC SESSION : First TRIMESTER, 2012/2013 SESSION BBL 3614 : COMPANY LAW & SECRETARIAL PRACTICE DEADLINE: 3rd September 2012

GROUP ASSIGNMENT

INSTRUCTIONS TO CANDIDATES 1. Assignments must be a minimum of 3 pages and must not exceed 5 pages. 2. All assignments must be word processed in Times New Roman text font size 12 with 1.5 line spacing. The Harvard referencing style is to be used. 3. The assignment must have a front-piece indicating the names of all group members, the course details and each students identification number. 4. You are reminded that this assignment must be your own work. Any evidence of collusion or of plagiarism can result in a fail mark 5. Assignments must be submitted by 5p.m. on the date specified above. 6. Deadlines are taken seriously. Please take note of the mark penalty imposed for late submission. If you need an extension please ensure to obtain permission well before the due date and support the request with documentary evidence. 7. This assignment contributes 20% to the assessment of the subject.

IMPORTANT Assignments must be submitted on their due dates. If an assignment is submitted after its due date, the following penalty will be imposed: Coursework submitted after the deadline but within 1 week will be accepted for a maximum mark of 40%. Work handed in following the extension of 1 week after the original deadline will be regarded as a non-submission and marked at zero.

Assessment Criteria: 1. Structure: introduction/conclusion, logical flow, word count. 2. Referencing, citation and bibliography layout. 3. Written expression: grammar, punctuation, paragraphing, fluency and spelling. 4. Extent and quality of primary sources (cases & legislation), secondary sources (textbooks, articles) and web based sources. 5. Coherence of argument. 6. Originality. 7. Accuracy of legal knowledge. 8. Marks will also be awarded to each candidate based on the duly completed Peer Assessment form.

Assessment task Group Work

Case Study

Ryan, Sofia, Tony worked together in running a photographic business. They decided to convert their partnership into a limited company and after a few weeks Photos World Sdn Bhd (the company) was incorporated. The articles of association declared that the company would assume the benefit and responsibility of all contracts negotiated on behalf of the partnership. Before the company was registered the following happened:

(a) Ryan purchased valuable cameras and other photographic equipment at a substantial undervalue (RM2,000) from the estate of a cousin who had recently died; and (b) Sofia borrowed RM30,000 from her bank in order to conduct a vigorous advertising campaign for the company when it was registered. The bank was aware of the purpose for which the money was borrowed and also had a copy of the draft articles of association.

After the company was registered, it purchased the camera equipment at its true value (i.e. for RM15,000; Ryan had paid RM2,000 for it). The company also passed a resolution confirming the borrowing for RM30,000 and asked the bank for an extension of the repayment date. The bank agreed. A year after the registration of the company, Ryan, Sofia and Tony decided to sell their shares to Bubble and Water Bhd. They also sold to Bubble and Water Bhd, at a substantial profit, the shares which each had purchased 6 months previously in Eastak Sdn Bhd, a small company which specialised in the processing of films. The bank is now pressing Bubble and Water Bhd for repayment of the loan.

Discuss.