DPA 5053 COMPANY LAW

By : Hj Arasy Hj Masut

Group 6 : describe annual general meeting & extraordinary

general meeting with the reference to Companies Act 2016

Group members :
1. Sheavin Udit ak Janary (20DAT15F1055)
2. Irene Khang (20DAT15F2032)
3. Florence Mujan (20DAT15F1016)
4. Khairunnisa Bt. Mohamad (20DAT15F2027)
5. Nurul Nadirah Bt. Sharikeo (20DAT15F1047)
6. Siti Norasmidah Bt. Nurhisham (20DAT15F2802)
Annual General meeting (AGM)

• Only a public company is required to hold an AGM Sec.340

• Private company’s audited accounts will be circulated to its member
within 6 months from the end of its financial year Sec.258
• Its director Sec.202 and an auditor Sec. 267 may be appointed by
members passing written resolutions without the needs for a meeting
• For public company’s first AGM must be held within 18 months after its
incorporation Sec. 340(3)
• Sec. 340 expressly provides the businesses which shall be transacted at
an AGM as follows:
(a) The laying of audited financial statement & the reports of the directors &
auditors
(b) The election of directors in place of those retiring
(c) The appointment & the fixing of the fee of directors
(d) Any resolution or other businesses of which notice is given in accordance
with this Act or the constitution
• For public company’s first AGM must be held within 18 months after its
incorporation Sec. 340(3)
• Also provides that a company must hold its AGM within 6 months of the
company’s financial year end Sec. 340(2):
- Sec.340(2)(a) it must be held every calender but not later than 6 months from
the end of the company’s financial year.
- Sec.340(2)(b) not later than 15 months after the last AGM
• If company not able to hold its AGM within the prescribed time due to any
special reason, the company may apply to the ROC for an extension of time Sec.
340(4)
• If the company fails to hold its AGM, the company shall be guilty of an offence
Sec.340(6)
• Provides that at least 21 days’ notice must be given to the members before AGM
Sec.316(2)(a)
• In the unfortunate event of the AGM not being held , any member may apply to
the court under Sec. 340(5) for an order to call for AGM.
Extraordinary General Meeting

 Is convened to transact “special business” that is too urgent to wait until the
next AGM.

Applied to public & private.

Who can call for an EGM?

I. Director

II. Members

III. Court Order

I. Power of directors to convene meeting
 Sec 310 (a) – The company secretary will then prepare the meeting
requirements and send notices to the members.

 If one of the items on the agenda is the passing of a special resolution, at

least 21 days notice must be given to all the members. If no special
resolution is proposed, 14 days notice suffices.
II. Power of members to convene meeting
 Members may convene a meeting using either the method prescribed in
Sec 310(b) or 311.

Section 310(b) Section 311

Requirements Company with share Company with share
capital : capital :
≥ 10% of issued capital. ≥ 10% of paid up
capital.
Company with no share Company with no share
capital : ≥ 5 members capital : ≥ 5% voting
rights.
Preparation of Members Company, failing which
meeting members.
Expenses Members Company
 Sec 311 (5) provides :

(a) If passed, would be ineffective whether by reason of inconsistency with any written law
/ constitution.

(b) Is defamatory of any person

(c) Is frivolous or vexatious

(d) If passed, would not be in the best interest of the company.

 Sec 314, it is submitted that a member who is not happy with the decision of the
directors in excluding the text of the proposed resolution.

 Allows a member to apply to the court to order a meeting.

III.By court order
 Sec 314, there are occasions where a particular director would like to call for an
EGM to discuss an urgent matter but his intention is not shared by other
directors.

 Also an avenue for a member. Usually an application is made under Sec 314,
when it is impracticable / impossible to convene an EGM as prescribed by the
company’s constitution / the CA 2016.
- Cases : Re El Sombrero (1958) and Phuar Kong Seng v Lim Hua (2005).
 Re El Sombrero (1958)
- There were 3 shareholders. Shareholders A and B held 5% of the
issued capital each and the balance of 90% of the issued capital was
held by shareholder C. Shareholders A and B frustrated C’s attempts
to call for a meeting by not attending. Shareholder C applied to the
court to call for a meeting.

 Phuar Kong Seng v Lim Hua (2005)

- There were two shareholders in the company; the plaintiff held 51%
of the shares and the defendant held 49% of the shares. The defendant
set up another business to compete with the company. The plaintiff
attempted but failed to hold an EGM. There was a deadlock, and thus
the plaintiff applied to the court to order an EGM pursuant to Sec
150 of the CA 1965, which is equivalent of Sec 314 of the CA 2016.
Annual General Meeting (AGM) basic for Extraordinary General Meeting
compariso (EGM)
n
An AGM is the general meeting Definition An EGM is any meeting other than
which must be held by the the AGM in which business relating
company every year, to discuss to company’s management are
various business matters transacted

Must be held within 9 months of First No such requirement

the end of the financial year meeting
Ordinary business & special Business Special business only
business (if any) is transacted
It can be held on any day excluding Day & It can be held on any day including
national holiday, in business hours Time national holiday, & any time during
only a day
When meeting is not summoned Penalty No penalty is prescribed as per law
within the stipulated time, penalty
is levied
Board Convened Board, Board on requisition of
by shareholders, requisitions or tribunal