UTM

Fakulti Pengurusan

UNIVERSITI TEK N G LO G I M ALAYSIA

PEPERIKSAAN AKHIR SEMESTER II

SESI 2017/2018
(FINAL EXAMINATION SEMESTER II
2017/2018 SESSION)

KOD KURSUS SHAC 2183

(COURSE CODE)

NAMA KURSUS UNDANG-UNDANG SYARIKAT

(COURSE) (COMPANY LAW)

PROGRAM SARJANA MUDA

(PROGRAMME) (BACHELOR DEGREE)

MASA 3 JAM
(DURATION) (3 HOURS)

TARIKH MEI 2018

(DATE) (MAY 2018)

MARKAH 100 (MENYUMBANG 50 PERATUS KEPADA

(MARKS) MARKAH KESELURUHAN)
(CONTRIBUTING 50. PERCENT TO THE OVERALL
MARKS)

ARAHAN KEPADA CALON:

(INSTRUCTION TO CANDIDATES)

Jawab EMPAT (4) soalan sahaja.

(Answer FOUR (4) questions only).

KERTAS PEPERIKSAAN INI TERDIRI DARIPADA _4_ MUKA SURAT SAHAJA

(TERMASUKMUKA SURAT INI).
THIS EXAMINATION PAPER CONSISTS OF _ 4 _ PAGES ONLY (INCLUDING THIS PAGE).
1. (a) Anthony, Ben and Chan are the directors o f Bagusbalak Sdn. Bhd., a company
dealing in the export of timber. Last month, Anthony was sent to Japan on behalf
of Bagusbalak Sdn. Bhd. to negotiate a contract with a Japanese company.
Unfortunately the negotiations were not successful, and it was made clear to
Anthony that the Japanese company did not want to offer any contract to
Bagusbalak Sdn Bhd. Anthony reported this to the board o f directors upon his
return. Two weeks later he resigned from the company and managed to secure the
contract with the Japanese company in his own name. He has made a very
substantial profit from this contract. Bagusbalak Sdn. Bhd. has now discovered this
and wishes to sue Anthony for breach of fiduciary duty as a director and recover
the profit he has made. Advise Bagusbalak Sdn. Bhd. with reference to the
Companies Act 2016 and decided cases.
(15 marks)
(b) A company limited by guarantee is entitled to carry out specific activities in
Malaysia. Define how this type o f company can be incorporated in accordance to
the Companies Act 2016 and the activities that it can legally undertake once it has
been successfully incorporated.
(10 marks)

2. Daniel, Bill, Cheng and Simpson are equal shareholders of Evergreen Bhd. Daniel and Bill
are also the directors of Evergreen Bhd. Cheng wishes to sell his shares to his friend Emmy,
but Daniel and Bill do not want an outsider to become a member of the company. They
seek your answer to certain queries they have with reference to the Companies Act 2016
and decided cases.

(a) State whether Evergreen Bhd. itself may purchase Cheng’s shares.
(5 marks)
(b) State whether, Evergreen Bhd. may grant a loan to Simpson to enable Simpson to
purchase Cheng’s shares.
(5 marks)

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 (c) State whether, in the event Simpson obtains a loan from a bank to finance the
purchase of shares from Cheng, Evergreen Bhd. may grant a fixed charge over its
property in favour of the bank as security for the loan.
(15 marks)

3. Discuss the following with reference to directors under the Companies Act 2016.
(a) Discuss the specific provision(s) that have set the new rules in relation to the
minimum number o f directors for a private and public company respectively.
(5 marks)
(b) Identify those who are prohibited from becoming directors under the provisions of
this Act and deduce the rationale for these prohibitions.
(10 marks)
(c) Examine the implications of section 196(1) for those who have become a director
in a private company.
(10 marks)

4. The ‘indoor management rule’ was derived from the case o f Royal British Bank vs.
Turquand (1855) 5 E & B 248 and was applied in the Malaysian case o f Standard
Chartered Bank vs Central Wood Tiles Sdn. Bhd. [1990] 2 MLJ 361.

(a) Elucidate the indoor management rule in the context of third parties dealing with a
company.
(10 marks)
(b) Identify the underlying principles of the indoor management rule.
(5 marks)
(c) Aaron is a senior dispatch clerk who works in Sinar Sdn. Bhd. He has made some
statements to the customers o f the company that was relied upon to their detriment.
However, the company refuses to fulfil these representations. Discuss whether they
can rely on the indoor management rule to enforce these representations.
(10 marks)

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May Ling, a director o f XYZ Sdn. Bhd. has altered the company’s constitution so
that Andy, a minority shareholder could purchase the shares of the company. May
Ling has also altered the object of the company so that the company can enter
contracts with a foreign company. Vince, a majority shareholder objects to the
alteration and says that the alteration was invalid. May Ling has additionally
approved an application for a company loan to her adopted son Andrew so that he
can start his own business.
Advise May Ling in the above situation with reference to the Companies Act 2016.
(15 marks)
One of the transactions that is beyond the powers of the board of directors under
the Companies Act 2016 is where the transaction is o f substantial value.
(i) Define a ‘substantial value transaction’ in accordance to the provisions of
the Act.
(5 marks)
(ii) Explain the legal requirements that must be adhered to by the board of
directors in order to validate a substantial value transaction.
(5 marks)

With effect from January 31 2017, all companies with share capital have migrated
to a no par value regime regardless of whether the company was incorporated under
the Companies Act 1965 or the Companies Act 2016. Examine the arising
implications of this change with reference to provisions in the Companies Act 2016.
(15 marks)
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 of 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 of
Companies Act 2016 and decided cases.
(10 marks)