Professional Documents
Culture Documents
KAMSIAH KASIM
2011236284
SAIRUNSYAKILA SAIMAN
2011882862
NORISHAH HUSSIN
2011827788
SITI KHADIJAH MOHD SEJAB
2011269914
NUR HANISAH KAMALUDIN
2010130077
AZIERA MASERI
2008427084
Group:
ACB9BLA
Prepared
for:
Puan Juliana Mat Jusoh
the chairman
Then company must give notice of the resolution to its members at least
14 days before the meeting.
The Act requires the passing of special resolution for the matters such as:
Alteration of AoA
Change of company name
Change of status
Change of object
Capital reduction
Winding up
(4 marks)
Extraordinary general meeting (EGM) are general meetings which are
convened to transact special business which are too urgent to wait until
the next AGM. The EGM may be convened in accordance with the Articles
of Association by the directors.
Two or more members holding more than 10% of the companys issued
share capital may call for an AGM.
The requisition must state the purpose of meeting and notice should be
given to all members accordingly.
the chairman
at least 5 members present in person or by proxy
any members present in person or by proxy holding at least
10% of the total voting rights of all the members present at
the meeting
any members holding shares not less than 10% of the total
paid up capital.
Creditors meeting
one man meeting by a person holding proxies for others creditors
Billion Dollar Man Sdn Bhd was incorporated on 2 May 2005 with the purpose
of importing and exporting dairy products. The company's first Annual General
Meeting was held on 25 July 2006. It was agreed that the subsequent Annual
General Meeting would be held on 25 July each year. The agenda for the
Annual General Meeting includes both ordinary business and special business.
Required:
a)Describe the four (4) ordinary business that would be transacted at
an
Annual General Meeting.
(4 marks)
Re-election of directors
If the pulling documentation has been arranged, the secretary will advise
the Chairman that it should be taken immediately.
Table its audited FS at AGM not later than 6 months after the
financial year end
The purpose for which the audited accounts are to be tabled before
AGM is for the shareholders to seek clarification from the board of
directors on any matters pertaining to the audited accounts and not
for the shareholders to approve or adopt the accounts
Where any adjustments proposed in the meeting was not approved,
the audited accounts for the year would not be amended but an
adjustment shall be made in the accounts of the following year
Section 143 require a company to holds its AGM once in a year. the
first AGM is to be held not more than 18 months while subsequent
AGM is to be held not more than 15 months
Latest date:
21 days before AGM - 25 October 2008 because in order
meeting to be valid, the length of notice to pass
Apr 2009 Q5
The board of directors of BMW Sdn Bhd has instructed you,a
company
secretary to call for an Extraordinary General Meeting to pass a
special
resolution for the proposed acquisition of 30% equity interests
in
Mercedes Sdn Bhd. Upon receiving notice calling for a meeting,
Mr.Habib,
a shareholder has written to you stating that he is unable to
attend the
forthcoming meeting and would ask his friend who is also a
shareholder
in BMW Sdn Bhd to attend and vote on his behalf. However, Mr.
Habib
has a problem in filling the proxy form. Mr. Habib requests some
clarification regarding the appointment of proxies.
JUNE
09
No, it required simple majority votes, therefore BOD resolution must hold
meeting.
Yes, Board of Directors meeting can be held when the directors are at different locations.
Section 145A states that a company may hold a meeting of its members within Malaysia or more
than one venue using any technology that allows all members reasonable opportunity to
participate
Class meeting
Where all the shares of a particular class are held by one person,
that person can constitute a meeting of that class of members. In
this case, if a single person held all the issued shares of a
particular class, no other person will be affected by this persons
course of conduct.
Daud will be the director for reappointment at the Annual General Meeting in
2009.
At the first AGM of the company all director shall retire from office and every
subsequent AGM thereafter, one third of the directors for the time being, or if
their number not three or a multiple of three, then the number nearest to one
third shall retire from office. The article usually provided that a retiring director
shall be eligible for re-election. The directors to retire in every year shall be
those who have been longest in office since their last election, but as between
those who become directors on the same day, those to retire shall (unless
otherwise agree among themselves) be determined by lot.
Based on the above scenario, all the directors in Cempaka Deco Berhad
already completed their retirement of rotation at least once since the first AGM
except Daud.
Member shall submit special notice to the company not less than 28 days before a
meeting at which the resolution is to be moved
The company upon receipt of any resolution coupled with special notice is required to
give its members notice of said resolution.
The company must also send a copy of the special notice to the director concerned.
The director mentioned is entitled to make representations in writing to the company
and request that the member of the company be notified accordingly.
This may either be stated in the notice convening the meeting or a copy of
representations be sent to every member of the company to whom the notice of
meeting is sent.
If the resolution is carried out in the meeting the director is removed from the Board.
Mr. Abu has recently incorporated a public company named SSD Bhd with
himself, Mr. Woo and Mrs. Woo as the first subscribers and directors. You are the
first secretary of the company. Immediately after getting the Certificate to
Commence Business (Form 23) you are required to convene a board meeting to
deal with certain formalities to commence business. Prior to the first board of
directors' meeting, the company had convened the statutory meeting held on
14 December 2009.
(3 marks)
Required:
a) State any six (6) of the agenda items appropriate for the first board meeting
of SSD Bhd:
To
To
To
To
To
To
To
To
1)
Statutory declaration that the director has paid their shares either Form 46
(Undertaking by director to take and pay for qualification shares) or form 47
(Statutory declaration by director of registration of qualification shares)
Section 142 of the Act state that a public company with a share
capital is required to hold a statutory meeting within a period
of not less than 1 month and not more than 3 month after the
date at which it entitled to commence business (FORM 23).The
statutory meeting is a member general meeting and it is held
once in the entire life of a company incorporated as a public
company limited by shares.
The question
request to alter the
capital clause by
increase the
authorized capital
Public issue - a direct allotment where the share are issued and
allotted directly to members of the public who have subscribed for
the shares.
(9
Voting by poll
In a case of a company having a share capital means a member shall have
one vote for
every shares
(Section 147(1)). Votes are given
proportionately to the number of
shares held. By poll, a member
may utilize his full voting power and for this reason, the right to demand a
poll is extremely important.
The articles provide the manner on how poll should be demanded (i.e.
before or on the declaration of the result of show of hands) by either:
a)
b)
c)
d)
The chairman
At least 5 members present in person or by proxy (section 146(1)(b))
Any members present in person or by proxy holding at least 10% of
the total voting right of all the members present at the meeting
(Section 145(1)(b)(ii); or
Any members holding shares not less than 10% of the total paid up
capital (Section
145(1)(b)(iii))
State the business to be transacted and the type of resolution required for
approving both the ordinary and special business in the AGM of KL Land
Berhad.
(6
marks)
Ordinary Resolution
1.
2.
3.
4.
Special Resolution
1.
2.
Required:
Draft the notice for 20th Extraordinary General Meeting of the company.
(7 marks)
Dr. Zulaikha and Dr. Hafizul, the previous partners of a specialist clinic, recently
incorporated Puncak Alam Medical Centre Sdn Bhd. The registered office of the
company is situated at Bandar Puncak Alam. Both of them are appointed as the
first two directors of the company. The agenda of the first board of directors'
meeting scheduled on 5 January 2012 includes the appointment of additional
directors as board members. They also wish to appoint a financial consultant,
Encik Haziq as the company's managing director who will be responsible in
managing the operations of the company. Dr. Zulaikha seeks your advice on
the following matters:
Required:
a) Describe the procedure for the appointment of the first director, in accordance
with section 122 of the Companies Act 1965.
(6 marks)
1.
The board of directors of Permata Zamrud Sdn Bhd has agreed that the 10th Annual
General Meeting (AGM) of the company will be held on Thursday, 5 January 2013 at
10.00 am at the Conference Room 1, Putra Palace Hotel in Johor Bahru, Johor. The
AGM is to be held for the purpose of transacting the ordinary business of the company.
En. Zamarul, a newly appointed Chairman of the Board, will be chairing this forthcoming
AGM. He does not understand the requisites of a valid general meeting. He seeks your
clarification on how to properly convene a general meeting. As a company secretary, you
are required to:
a) Explain in detail the pre-requisites of properly convening a general meeting.
(8 marks)
For a meeting to be properly convened, the following rules must be complied with:
i.
If Article are silent, notice period is computed based on clear days day
between services notice and day of meeting.
General Meeting passing an ordinary resolution 14 days
Class Meeting 14 days
General Meeting passing special resolution 21 days
Annual General Meeting 21 days
viii)
BOD
Any director may whenever he thinks fits to convene EGM
Any director may summon a meeting of directors
Beyonce Berhad had convened its Annual General Meeting (AGM) on 27 July
2012. As
the Company Secretary, you are advise the Chairman of the AGM on the validity of
the
following situations (support your answer with reasons):
A member highlighted that the notice for the AGM was dated 1 July 2012. He
complained
that he only received the notice on 10 July 2012 and so he claimed that there was
insufficient notice and that meeting was not valid.
(4 marks)
Beyonce Bhd is a public company, a notice of call for meeting at least 21 days
is required. Based on this case, notice of the meeting was dated 1 July 2012
and AGM has convene at 27 July 2012 which is exceed 21 days.
There is only a member received the notice on 10 July 2012 and he claimed
that there was insufficient notice and the meeting was not valid. Basicallly,
notice must be in writing and must be fair and reasonable. According to this
case, notice is properly convene, therefore the notice is sufficient and the
meeting is valid.
b. A member, Shah Jahan had called the Chairman one day before
the AGM saying that he was unable to attend the AGM and would
send his wife, Mumtaz, to attend and vote on his behalf. However,
he did not submit a Proxy Form for the appointment of his wife as
his proxy.
(4
marks)
Based on this case, one day before AGM, Shah Jahan send his wife
Mumtaz to attend as proxy and vote on his behalf. However, he
did not submit a Proxy Form for the appointment of his wife as his
proxy. Therefore, the proxy cannot be appointed on behalf of
director and attendance of director is uncounted.
When the Chairman declared the result of the vote by a show of hands on the
ordinary resolution to re-elect the retiring directors which was passed with a
majority votes of 60%, a member, Jimmy Lim who voted against the
resolution,
stood up and said, I object the results. Since I am holding 51% of the shares
in
the company, my vote alone should outvote all the others.
(4 marks)
Chairman
At least 5 members present in a person or by proxy
Any members who hold more than 10% of total paid up capital
Based on this case, Jimmy hold 51% of the shares in the company which
make him entitled to demand for vote by poll.
his object is valid.
Section 169 requires the company to declared the dividend in AGM for
approval from shareholder.
However the power to declare the rate and the entitlement date in the
hand of director.
Members only can vote to approve or reject the dividend but can not
alter the rate of dividend
According to this case, a member objected saying that the dividend of
RM 0.50 was too small and proposed that the company should declare
a final dividend of RM1 per share. Therefore, his objected towards
dividend is invalid for that financial year.