MULTIMEDIA | UNIVERSITY STUDENT 1D NO I 1 MULTIMEDIA UNIVERSITY FINAL EXAMINATION ‘TRIMESTER 1, 20162017 BBL 3614— COMPANY LAW AND SECRETARIAL “PRACTICE (All sections / Groups) 22 October 2016 92:30 PM, 05:30? M G Hows) INSTRUCTIONS TO STUDENTS 1, ‘This question paper consists of FOUR (4) printed pages (including cover page) with FOUR (4) Questions, 2. Answer ALL questions. All question ‘marks for each queetion is given. carry equal marks and the distribution of the 3. Please write your answers inthe answer booklet provided.mmuaie___coweawviawascoastssiaceracuce ae QUESTION 1,25 MARKS) (@) Harry was the Chairman and Managing Director of Sunshine Sdn Bhd, a compeny be founded and in which he owned 60% ofthe shares, Harry was the maia driving foree behind the success ofthe company for over 20 yeas, He has a reputation for being an ‘extraordinary business genius anda dynamic leader among the rest ofthe Boat, Hany is also the owner and principal shareholder of Holiday Sdn, Bhd. compeny that provides @ wide range of transport to Sunshine Sdn, Bhd. In 2015, Harry saranged for « RM 100,000.00 unsecured loan from Sunshine Sdn, Bhd. to Holiday Sdn. Bh. ‘Emme, the finance direefor co-signed the documents and the cheque releesing the funds. Harmonie and Sofia, the other Board members, were told about the loan but ‘were not given an opportunity to vote on the matter. No provision was made s 1 how the loan was to be repaid and the dab still remains outstaading, ‘Atthe end of 2015, Sunshine Sdn. Bhd. began to encounter financial difficulties a= the global economy impacted the travel industy, Hary, in his usval dynamic way, persuaded the Board to buy a used epace shuttle from Rainbow Sdn, Bhd, « company in which Harry's wife, Maggie isthe principal shareholder, for RM 7 million wth & view of introducing space travel to Malaysians. Hany convinced the Board ofthe immense earning potential is could generate, and the Board, trusting in Harry's judgment agreed to proceed with the transaction. Sunshine Sd, Bhd was recently acquired by Holidaze Worldwide Sdn. Abd, which Ines now discovered the above ansactione ‘Advise Holidaze Worldwide Séa. Bhd. about the claims they have against Harry, ‘Emm, Hammonie and Sofia andif there are any defences available. (20 Maris) (®) Hafidz, Ethan and Mahmood are the shareholders and directors of Sunshine Sa Bhd, ‘Mahmood holds 28 percent ofthe shares and Hafidz end Ethan each bolds 36 percent ‘Recently, the relationship between Mahmood and the est broke down. Mahmood has ‘moved to Sabah and is no longer acvely involved in the company's management, Hafide end Ethan called a general meeting to be beld at Hafidz's beach house in Kuantan one day before the Merdeka Holiday, at which they proposed a resolution to Teaiove Mahmood som the board. The notie of meeting was sent to Mahmood but ‘was deleyed inthe post and did not reach him until one day before the meeting. At ‘hit late stage, he was unable to book pine Heket trom Sabah 10 Kuantan because ofthe holiday season, So he could not attend the meeting. Advise Mahmood. (5 Marks) Continued. Sk ara 2muisst__commawvuawessonrranacemacuce ang QUESTION 2 (25 MARKS) (© “It is an elementary principle that A cannot, e¢ a general rule bring en action against B to recover damages or secure other relief against B on bebalf of C for an injury done by B to C. Cis the proper plaintiff bocause C is the paryinjred, and therefore, ‘he person in whom the cause of ation is vested. This is sometime referred to asthe tule in Foss v. Harbotle (1843)2 Hare 461,” Diseuss the proper plant ule and the {general exceptions to this rule, (15 Marks) () Dorimon Sau Bhd has an issued capitel of RM3,000,000, made up of 2,000,000 'RM.00 ordinary and 1,000,000 RMI.00 preference shares, Over the past few years the company hes made huge profits. The company is contemplating reducing its ‘pital by paying off preference shareholders. Advise Dorimon Sa Bhd ast: How a company may reduce its cepital under the Companies Act 1965, ‘ui in parcular whether the proposed reduction would 2 lawful, (Marks) W) The prowection, if any, afforded to creditors who might likely w be affected by the reduction (5 Maris) QUESTION 3 (25 MARKS) (@) Amirali an auditor of Bangun Sdn Bhd. White carrying out some audit work onthe company's account, he discovered some iregularties withthe ccmpany’s cheques, invoices and company's weusuating documents, Amina! ten sought explanation forts the officer in charge of preparing the documents. The officer concerned told Arirul that the errs should not be ‘akea seriously. When Amirslatked futher, the officer refused fo cooperate. Amirul was of the opinion thatthe matter was very serious and he suspected thatthe iregularities were done by e few of the company’s officers at the upper level of management, Amirul however, refused to disclose the mater inthe ‘report and decided to verify the account as true aad fue for fear tht his employment ‘contract will nt be renewed by the company in future ihe does so Based on the above scenario, discus the duties and ieilties of Aminul as an auditor of Bangun Sdn Bhi. (20 Marks) (6) Explain the qualifications of company secretary in Malaysia, (6 Marks) Continued. sKaPNN usmuss __copawsawasscesraustesscuce ats IN 4.25, (@)“A.company secretary is a much more important person nowadays than he was in © 2887, Ife is an officer of the company with extensive duties and respons bile” - per Lord Denning MR in Panorama Developments (Guilford) Ltd. Fielis ‘Famishing Fabrics Led (1971) 2 QB 711-716, Discuss the ostensible authority of a company secretary. (6 Marks) Explain the procedure for application of company secretary licen in Malaysia (Marks) Discuss the ethic codes for company secretary as stated in the Tompeny Secretary's Code of Ethics (as Marks) End of Paper sea PN a