UTM

Fakulti Pengurusan
dan Pembangunan Sumber Manusia

UNIVERSITI TEKNOLOGI MALAYSIA

PEPERIKSAAN AKHIR SEMESTER II

SESI2010/2011
(FINAL EXAMINATION SEMESTER II
201012011 SESSION)

KODKURSUS SHC 2723

(COURSE CODE)

NAMAKURSUS UNDANG-UNDANG SYARIKAT

(COURSE) (COMPANY LAW)

PROGRAM SARJANA MUDA

(PROGRAMME) BACHELOR DEGREE

MASA 2 JAM 30 MINIT

(DURATION) (2 HOURS 30 MINUTES)

TARIKH APRIL 2011

(DATE)

MARKAH 75 (MENYUMBANG KEPADA 50% KEPADA

(MARKS) MARKAH KESELURUHAN)
(CONTRIBUTING TO 50% OF THE OVERALL
MARKS)

ARAHAN KEPADA CALON:

(INSTRUCTION TO CANDIDATES)

Jawab TIGA (3) soalan sahaja.

(Answer THREE (3) questions only).

KERTAS PEPERIKSAAN INI TERDIRI DARIPADA....!. MUKA SURAT SAHAJA

(TERMASUK MUKA SURATIN!).
THIS EXAMINATION PAPER CONSISTS OF_4_ PAGES ONLY (INCLUDING THIS
PAGE).
1. a) Define the meaning of 'director' and explain the roles and duties of a
'director'?
(10 marks)
b) Describe three (3) types of statutory duty imposed on the company
directors under the Companies Act 1965?
(15 marks)

2. Taufik is a shareholder of Titan Park Sdn. Bhd. holding 10% of its issued shares.
Following frequent quarrels with the majority shareholder in the company whom
he believes are acting more for their personal interests rather than in the interests
of the company, Taufik is contemplating to seek a remedy for oppression under
Section 181 of the Companies Act 1965.
You are required to advise Taufik on the followings:

a) What is oppression in this context?

(10 marks)

b) What are the orders that the court may make as a remedy for the
petitioning shareholders and explain the order in relation to the case of
Tuan Haji Ishak v. Leong Hup Holdings Bhd. [1996] 1 MLJ 661?
(15 marks)

2. Compulsory winding up may be initiated by person listed under Section 217 (1) of
the Companies Act 1965. One ofthe most popular grounds used to seek an order
for compulsory winding up is stated under Section 218 of the Companies Act
1965 i.e. inability of the company to pay its debt to its creditors. In light of this,
discuss the court's consideration in determining a winding up petition based on
this ground. Illustrate your answer with decided cases.
(25 marks)

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3. (a) One of the advantages of forming a limited company is that the company
becomes a legal entity, separate and distinct form the members. However
the veil of incorporation may sometimes be lifted. Analyse this statement
with reference to relevant sections and the decided cases.
(17 marks)
(b) Ali and Abu are the only two members and directors of a company called
Pintar Sdn. Bhd. They wish to effect a change of name of the company.
As a company secretary, advise them whether there are any restrictions on
the choice of company name and the legal requirements for effecting a
change of name of company.
(8 marks)

4. Sinaria Bhd. was incorporated in 1969. Its object clause provides that the
company will run a restaurant and catering business and any other business
incidental or consequential to it. Alex, Brian and Adam are the directors. During
the course of business the directors decided to venture into sheep rearing without
amending the object clause. They made the following contracts:

i) With Builder Construction Bhd. to build 50 sheep shelters at the cost of

RMI million. Builder Construction Bhd. knew that sheep rearing was not
provided for in the object clause of Sinaria Bhd.. Builder Construction
Bhd. has not been paid and is threatening to sue the company.

ii) The directors bought 1,000 heads of sheep from Drake Sheep Ltd. from
Australia for $100,000 Australian dollar. Drake Sheep Ltd. did not know
of the provisions of the object clause of Sinaria Bhd. They have not been
paid for the sheep and have started an action against Sinaria Bhd.

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iii) The directors contracted to buy animal food from Pets Sdn. Bhd. for
RM50, 000 and this contract has not yet been performed.

a) Advise Builder Construction Bhd. and Drake Sheep Ltd. as to

whether they could enforce the contracts against Sinaria Bhd.
Illustrate your answer with relevant sections and cases.
(15 marks)
b) Advise the members who have come to know of these contracts
and wish to protect the company. Support your answer with
decided cases.
(10 marks)