Past Year Question Solution: JANUARI 2013

PAST YEAR QUESTION
SOLUTION
JANUARI 2013
PART A
1. Four(4) document that are required to be lodged
with the CCM for registration of foreign company:
. A certified copy of its certificated of incorporation
from origin country
. A certified copy of its charter, status, memorandum
& articles or other similar document
. A list of directors or similar particular including a list
of director residence in Malaysia who are members
of local BOD & power of the local director
. A notice of its register office
2. Who can demand a poll vote?

The chairman.
At least 5 member present in person
by proxy.
Any members present in person or
by proxy holding at least 10% of the
total voting rights of all the members
present at the meeting.
Any members holding shares not less
than 10% of the total paid up capital
3. What is an exempt private company

& what are the advantages?
Exempt private
company
The advantage
It must not have more

than 20 members
The shares must not
owned directly or indirectly
by a corporation.
Exempted from submitting

its Financial statement
(FS) with its annual return
to CCM
Exempted from complying
with the restriction on
loans to directors and
persons connected to
directors under s.133
4. Differentiate between transfer of

shares and transmission of shares.
Transfer of shares
Transmission of
shares
Voluntarily act of the
Changes of ownership
former owner when he not by agreement and
sell or give away the
voluntarily action but
shares to others person by operation of law or
other event
Need proper
instrument of transfer - Members death
FORM 32A
- Members
- Transfer of shares in
bankruptcy
private
- Lunacy of members
- Transfer of shares in
- Liquidation of corp.
public
members
5. Four (4) circumtances may constitute a

quorum for a company.
Creditors Meeting 1 person hold the
proxies of others creditors
Class Meetings if the particular class
held by 1 person only.
Meeting of Wholly Owned Subsidiary
only 1 person represent the holding
By Statute by court direction
6. The basic requirement for

deregistration under sec.308 of the
Company Act 1965
Must be inactive, no longer carrying any
business
Does not hold any asset
Does not have any liabilities
Is not put under receivership
7. Two (2) types of corporate

Internal Restructuring
External
restructuring.
Undertaken by companies that
have
surplus
capital
or
companies whose capital has
been eroded by trading losses.
Companies who wish to reduce
their capital need to comply
with certain requirements of
their local Companies Act. This
normally
involves
the
following:-
1.
2.
3.
The capital reduction

scheme
must
be
confirmed by court;
The
articles
of
association of company
must provide for such
reduction of capital; or
A
special
resolution
Restructuring
It is the process in which

one
existing
company
reconstructs itself with new
name & identity.
Wherever an undertaking is
carried on by a company
and
is
in
substance
transferred, not to an
outsider but to another
company
consisting
substantially of the same
shareholder with a view to
its being continued by the
transferee company.
It is essential covered
under the category
8. Vacate the Office of Secretary

Lodge the FORM 48E Notice of intention to Vacate
the Office of Secretary if that none of the directors
of the company can be communicated with the last
known residential address
Filed with CCM
After the expiry of 1 month from the date of
notification cease to be secretary
However should responsible for any act or omission
done before the secretary vacated the office
9. The procedure for resignation of an

independent non-executive director.
Giving a notice cannot resign if the
director less than 2
If required to pass reso. resignation
effective from the date of reso. pass
Should notify CCM and update form
49 and register of directors,
managers and secretary book
10. Distinguish between fixed and

floating charge.
Fixed charge
A mortgage of one or
more specific or
ascertained and definite
property of the
company.
Company is prevented
from dealing freely with
that property.
Floating charge
An equitable mortgage
on some or all of the
companys present and
future property
Company is allowed to
deal with the property
in ordinary course of
business
PART B
QUESTION 1
a) The choice of companys name as Agro Tourism Farming Sdn Bhd,
pursuant to sec.22(1) and sec.342(1) of the company act 1965 is not
similar or identical to an existing company name unless consent of
that company had been obtain
Not a trade mark or patent of any product unless with a consent of
the owner
Is not in conflict with objects of the proposed company
Undesirable name likely to be offensive to the public
Not the names which the Minister has directed the CCM not to accept
for registration
Connection with members of royal family kings, princess, crown
Connection with federal or state government national, federal
Connection with Asean, Commonwealth, UN n foreign government NATO,
OPEC
Connection with any political parties
b) The procedure for the incorporation of Agro Tourism Farming Snd Bhd as a private
company limited share is under section 24 of the act:
As stipulated by the act, the objective of the proposed company must be restricted
to providing recreation or amusement or to promote commerce, industry, art,
science, religion, charity, pension, or other objects beneficial to society.
The propose company must use its profits and other income for the purpose of its
objects and is prohibited from paying dividends to its members
The company incorporated as a company limited by shares cannot own any land
without a license from the Minister
Any amendment to the company Memorandum and Article of Association shall
require the approval of the Minister of Domestic Trade and Consumer Affairs
Appointment of directors requires the prior approval of the Minister of Domestic
Trade and Consumer Affairs
The company cannot be used to carry out any political or politically motivated or
unlawful activities.
The company cannot request for any contributions or donations or make any
collection of money from the public without the prior approval of the Minister of
Domestic Trade and Consumer Affairs.
The company cannot own or dispose of land ownership without the prior approval
of the Minister of Domestic Trade and Consumer Affairs
The company is not allowed to incorporate subsidiaries and is not allowed to hold
more than 49% shares in another company
The company is required to collect the total amount pledged by prospective donors
within 6 months after its incorporation.
c) Rosman can public shares issue to raising the

remaining share capital and the procedure is
PUBLIC ISSUE
- Direct allotment where the shares are issued and
allotted directly to members of public who has
subscribed for the shares
OFFER FOR SALES
- When to co. seeks to go public offer share hold by
shareholders to be purchase by member of public
- Share place in issuing house offer for sales to the
public
RIGHT ISSUES
- Offer to existing members
PAST YEAR QUSTION

SOLUTION
JUNE 2013
PART A
. Conversion from Unlimited to Limited
Sec 25, may convert by passing a special resolution.

The directors shall instruct CS to convene a GM to pass the following special
resolution:
To convert the company to a unlimited to a limited company
To alter the Memorandum and Article Association to limit liability of the
members.
To change the name of the company to include the word Berhad or Bhd.
The co. shall lodge with CCM within 14 days after passing the special resolution
that:
Form 11 (Notice of Resolution)
A printed copy of the amended M&A
The fee for authorized share capital if no capital share before.
Approval fee of RM50 for the CCM to change the status.
The CCM will issue Form 16-Certificate of Incorporation on conversion to a
limited company.
Attach a copy of Form 11 and Form 16 to every copy of the companys M&A
2. Statutory meeting
Required to hold a meeting within 1 3 month after
the date of commencement business.
Once in entire life.
Who may call at least 2 director & circulated to all
member within 7 days before the date of meeting and
lodge the statutory report in CCM 7 days after the
meeting.
Class meeting meeting by the members in each
classes of share regarding the right and privileges
attached to the class
3. Loan to directors
Sec 133 of the Act states that the co.
shall not:
Make a loan to the director of the
company
Make a loan to a director of a co.
which is deemed to be related to the
co.
Enter into any agreement or provide
any security in connection with a
loan made to such director
4. Two (2) categories of person shall

not act as liquidator
Indebted to the company or its
holding or subsidiary in amount
exceeding RM2,500.
An officer of the company
A partner, employer or employee of
an office of the company
5. The aim of the CSCE

Position of CS involved with internal
affairs of the co. which demand ethical
conduct among CS
To enhance the standard of corporate
governance, and
To instill professionalism and
effectiveness among CS
6. Central Depository System (CDS)

To provide efficient central clearing and
settlement of securities
Govern by SIA 1991
Principal activity operation & maintenance in
respect of shares, bond or others securities of
any corporation. CDS will created script less
trading for immobilization of securities
Investor should have one ADA if wish the trade
in prescribed in securities in CDS - safekeeping
of shares, for custodian and pledging services
7. Four (4) main regulatory function of

Securities Commission Malaysia (SCM)
Registering authority for
prospectuses of corporations other
than unlisted recreational clubs
Approving authority for corporate
bond issues
Regulating all matters relating to
securities and futures contracts
Regulating the take-over and
mergers of companies
8. What is an exempt private company

& what are the advantages?
Exempt private
company
The advantage
It must not have more

than 20 members
The shares must not
owned directly or indirectly
by a corporation.
Exempted from submitting

its Financial statement
(FS) with its annual return
to CCM
Exempted from complying
with the restriction on
loans to directors and
persons connected to
directors under s.133
9. State the content of Form 6

FORM 6 Declaration of Compliance
Name of 1st Secretary
Address of registered office
Name of first two director
Principal object for which the
company is incorporated
Authorized capital
10. Employee Share Option Scheme

(ESOS)
Opportunity for employees to own
shares in the co. at special price
below market price
Scheme need to submit to CCM for
approval
Tabled in GM for shareholder approval
Open to all employees with terms
on condition
Some sort of employees benefit

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PAST YEAR QUESTION

2. Who can demand a poll vote?

3. What is an exempt private company

It must not have more

Exempted from submitting

4. Differentiate between transfer of

5. Four (4) circumtances may constitute a

6. The basic requirement for

7. Two (2) types of corporate

The capital reduction

It is the process in which

8. Vacate the Office of Secretary

9. The procedure for resignation of an

10. Distinguish between fixed and

c) Rosman can public shares issue to raising the

PAST YEAR QUSTION

Sec 25, may convert by passing a special resolution.

4. Two (2) categories of person shall

5. The aim of the CSCE

6. Central Depository System (CDS)

7. Four (4) main regulatory function of

8. What is an exempt private company

It must not have more

Exempted from submitting

9. State the content of Form 6

10. Employee Share Option Scheme

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