COMPANY SECRETARIAL PRACTICE II

Prepared by Group 7:
1. Siti Mariam Bt Wan Mahadzir (2020957587)
2. Nur Shahirah Binti Abdul Karim (2020982625)
3. Narisa binti Mohd Zolkefili (2020966419)
4. Azyan Salma binti Mat Rusdi (2020985149)

Prepared for:
Miss Nur Aida Binti Mohd Kamal

Class: AM2256A
 QUESTION 7

Neat Packaging Tech Sdn Bhd (NPT) is a company which engaged in the
manufacturing and distribution of packaging materials. Since its incorporation in
the year 2010, the company has faced many challenges to expand and sustain its
business in a competitive and everchanging environment. One of the challenges
faces by the company is developing an eco-friendly packaging. As much money
has been spend on the research and development project to produce the eco-
friendly packaging, NPT is now suffering and struggling to pay off its debt. The
board of NPT is considering to wind up the company.
a) Explain the different
modes of winding up
available in Malaysia
 The winding up or liquidation of a company is a legal process whereby it is dissolved
and its property administered for the benefit of its creditors and members.
According to Sec. 432 of the Companies Act 2016, a company may be wound up
through:

Members’ voluntary Creditors’ voluntary

Court
Known as a compulsory winding up
Begins with the presentation of a
petition in Court
The petitioners include creditors,
liquidator, the Registrar of
companies or the Official Receiver
under section 217(1) of the CA
1965 or section 464 of the CA
2016.
The company is deemed dissolved
on the date of the court order
(Section 491(1)).
winding up
It is initiated by special resolution of
the company — section 439
The directors must make a written
declaration to the effect that they
have made inquiry into the affairs
of the company and able to pay
debts in full, within 12 months after
the commencement of winding up
(s.443)
The general meeting then appoints
liquidator to wind up company’s
assets and may fix the liquidator's
remuneration (s. 445 & 454)
winding up
Only appropriate when the
company is insolvent.
The creditors have a legitimate
interest in the conduct of the
liquidation.
The CA permits the creditor to
appoint the liquidator (s. 447(2) &
445 (1))
However, it cannot be initiated by
the creditors.
b) In the case whereby NPT
falls under the circumstances
stated under Section 465(1)(e)
of the Companies Act 2016,
provide the procedures to
dissolve the company.
1 Presentation of the
petition by any of the
2 Hearing by the Court at 3 The petitioner shall making a winding
up order with the Companies
which the winding up Commission of Malaysia, within 7 days
above petitioners (sec
order is made (sec 469) (sec 474 (1)) after making of a winding
464).
up order
4Within 7 days after the passing and entering of the winding up 5 If there is no liquidator appointed, the
order the petitioner: Official Receiver must summon
a) lodges an office copy of the court order with the Companies separate meetings of the creditors and
Commission of Malaysia, Official Receiver and liquidator. contributories of the company for the
b) serves a copy upon the secretary of the company or upon purpose of determining whether or not
such other person or in such manner as the court directs, and an application is to be made to the
c) delivers a copy to the liquidator with a statement that the Court for appointing a liquidator in the
requirements of this subsection have been complied with (sec place of the Official Receiver (sec
474(2) 477(1) (b)).

6The liquidator lodges notice of his appointment, the
address of his office and any change of the address with
the Companies Commission of Malaysia and the Official
Receiver in the form or manner determined by the
Registrar within 14 days (sec 513(1)).
7 Separate meetings of the company and
creditors may be summoned by the
liquidator to decide whether or not to
appoint a committee of inspection (sec
450(4).
 9
8 When the liquidator has
The liquidator shall completed his duties, he applies
continue with the to the court order for his release
duties of winding up. and that the company be
dissolved (sec 490).
10
The liquidator lodges an office copy of
the court order (in relation to the
11
The company is deemed
release of liquidator duties) with the
dissolved on the date of the
Companies Commission of Malaysia
court order - sec 491(1).
and Official Receiver within 14 days
after the date of the order - sec
491(6).