a) Procedure for removal of secretary

1) Under section 239, Board (John) need to inform the company secretary of the intention to
remove him or her (May).

2) Board also needs to convene a resolution to remove the company secretary and appoint
another company secretary in place because under section 240, must not be left vacant for more
than 30days at any one time.

3) If a new secretary (Kumaran) has been identified, the proposed new secretary shall sign
section 236(3) form (declaration by a person before appointment as secretary) which is to be
retained at the register office.

4) Board passes new resolution to appoint new secretary in place of existing secretary.

5) Board need to lodge section 58 form and extract of directors’ resolution reflecting the
removal of company secretary within 14days together with the certified extract of resolution to
CCM.

6) Update the register of secretaries.

Ai)

COMPANY

LOGO

BOARD RESOLUTION OF EAZY BHD

BOARD RESOLUTION ON APPOINT COMPANY SECRETARY

Purpose: Appoint Company Secretary

“THAT Mr. Kumuran is hereby appointed to company secretary of Eazy Bhd by John (director
of Eazy Bhd).”

Aii)

COMPANY

LOGO

BOARD RESOLUTION OF EAZY BHD

BOARD RESOLUTION ON REMOVAL COMPANY SECRETARY

Purpose: Removal Company Secretary

“THAT Ms. May is hereby removed from company secretary of Eazy Bhd by John (director of
Eazy Bhd).”
Bi) Removal of secretary should be the matter of the whole board. Under Employment Act
1955, it is mandatory for the employer to conduct domestic inquiry to decide if there is
misconduct. Domestic inquiry also allows the employees voice to hear (right to defend himself).

Therefore John should listen to May because the removal was unjustified and the failure in not
keeping the statutory books in order was June not May. However, May can sue John for
discrimination in employment and claim the compensation from the removal under Industrial
relation act 1967.

Bii) Under section 238 company act 2016, a person shall be disqualified as company secretary.

- He is an undischarged bankrupt

-He is convicted whether within or without Malaysia of any offence mentioned in section 198

-he ceases to be a holder of a practicing certificate issued by Registrar under s241

(2) Notwithstanding subsection (1), if the Registrar is of the opinion that a person has
failed to act honestly or use reasonable diligence in the discharge of his duties as a secretary, the
Registrar may require the person to show cause why his practising certificate should not be
revoked or why he should not be disqualified from acting as a secretary of a company.

(3) If a person continues to act as a secretary for a company after the person is disqualified
under this section without leave of the Court, the secretary and every director who knowingly
permits the person to act in that capacity commit an offence.

If Kumaran continue to company secretary, he and every director who knowingly permits the
person to act in that capacity commit an offence.