Fakulti Pengurusan

UTM
UNlVERSm TEKNOLOGI MALAYSIA

PEPERIKSAAN AKHIR SEMESTER II

SESI 2014/2015
(FINAL EXAMINATION SEMESTER II
2014/2015 SESSION)
KOD KURSUS SHAD 2103
(COURSE CODE)

NAMA KURSUS UNDANG-UNDANG SYARIKAT

(COURSE) (COMPANY LAW)

PROGRAM SARJANA MUDA

(PROGRAMME) (BACHELOR DEGREE)

MASA 3 JA M
(DURATION) (3 HOURS)

TA RIK H JUN 2015

(DATE) (JUNE 2015)

M ARKAH 100 (MENYUMBANG 50 PERATUS KEPADA

(MARKS) M ARKAH KESELURUHAN)
100 (CONTRIBUTING 50 PERCENT TO THE OVERALL
MARKS)

ARAHAN KEPADA CALO N :

(INSTRUCTION TO CANDIDATES)

Jawab EM PA T (4) soalan sahaja.

(Answer FOUR (4) questions only).

KERTAS PE PER IK SA A N INI TE R D IR I DARIPADA ± M UKA SURAT SAHAJA

(TERM ASUK M UKA SURAT INI).
THIS EXAMINATION PAPER CONSISTS OF _J__ PAGES ONLY (INCLUDING THIS PAGE).
1. Enak Yummy Bhd. and Makan Syok Bhd. are companies set up to provide catering
services at racecourses. The following events have occurred:
(a) Ali, the company secretary o f Enak Yummy Bhd., has been buying beverages
from Zaki. Ali has charged the beverages to Enak Yummy Bhd. but he has
used it in another business with which he is cormected. Zaki has demanded
payment from Enak Yummy Bhd. Advise Zaki.
(7 marks)
(b) Bryony, a shareholder in Makan Syok Bhd., has written derogatory comments
about the board in the press. The other directors have suggested that it would
be in the best interests o f the company if either they or the company purchased
Bryony’s shares. Advise Bryony.
(10 marks)
(c) Charlie, a shareholder in Enak Yummy Bhd., has discovered that the company
had entered into a transaction which was beyond the company’s objects as set
out in the company’s articles. Charlie has insisted that the company withdraw
from the transaction and wishes to initiate litigation against the directors for
disregarding the constitution o f the company. Advise Charlie.
(8 marks)

2. The following questions have to be answered with reference to the maintenance of

capital in a company.
(a) Discuss the position of common law and the provision(s) in the Companies
Act 1965 in relation to the company purchasing its own shares.
(10 marks)
(b) Explain the liabilities and legal consequences that arise in the event a company
purchases, deals in or lends money on the company’s own shares with
reference to the provisions in the Companies Act 1965.
(7 marks)
(c) Identify four exceptions laid down in the Companies Act 1965 where h is
legal for the company to buy back its own shares.

(8 marks)
3. Emran is a director and employee o f Lebih Bhd. and is a shareholder in another
company, Amboi Bhd. in which he holds 10% o f the shares. He is also owed
RM2 000 salary by a former employer, Fantastika Bhd. All these companies are
connected with the fast food industry. He seeks your advice about the following:
(a) Fantastika Bhd. is incompetently managed and is apparently moving towards
insolvency.
(8 marks)
(b) The directors o f Lebih Bhd. have proposed an allotment o f shares to their
employees and hope thereby to defeat a hostile takeover bid.
(8 marks)
(c) The board o f Amboi Bhd. decided that it was in no immediate need o f a
substantial piece of land which it owned and, being unable to sell it, leased it
to the company’s managing director at market rates. He intends to use the land
to develop a new business unconnected with the fast food industry.
(9 marks)

4. (a) For several years Jaya Bhd. has been carrying on the business o f managing
discotheques. The directors are now proposing that the company should
additionally operate a chain o f pizza restaurants. However, some o f the
shareholders are objecting to the proposal, and the directors wish to know if it
would be possible. Advise the directors with reference to the provisions o f
Companies Act 1965 and decided cases.
(10 marks)
(b) Discuss how the memorandum of association and articles o f association form
the constitution o f a registered company with specific reference to their
respective contents.
(15 marks)

5. Samantha is a non-executive director o f two companies, Lukratif Bhd., a large public

company and Mirakle Bhd., a small private company which has only five
shareholders. Samantha urgently requires a loan o f RM150 000, partly for meeting
medical expenses o f her mother, who requires an urgent operation, and partly to
finance the purchase o f a car for her husband. Samantha is contemplating obtaining a
loan from either o f the two coinpanies.

3
 (a) Advise Samantha as to the legality o f such a loan under the Companies Act
1965.
(20 marks)
(b) Explain if your answer will be different if Mirakle Bhd. is an exempt private
company.
(5 marks)

6. In relation to insolvency law and the provisions o f Companies Act 1965:

(a) Discuss the procedures related to the voluntary winding up o f a company with
reference to the provisions of the Act.
(10 marks)
(b) State any five (5) persons who may present a petition for the winding up o f a
company by the court in accordance to the Act.
(5 marks)
(c) Explain four (4) circumstances under which the court has the discretion to
order the winding up o f the company upon the petitioner fulfilling the
conditions under a particular circumstance.
(10 marks)