STUDENT ID NO

MULTIMEDIA UNIVERSITY

FINAL EXAMINATION

TRIMESTER 1, 2021/2022

BBL 3614 – COMPANY LAW AND SECRETARIAL

PRACTICES
(All Sections / Groups)

22 NOVEMBER 2021
09:00 a.m. – 12:00 p.m.
( 3 hours )

_____________________________________________________________________

INSTRUCTIONS TO STUDENT:

1. This Question paper consists of 3 pages excluding the cover page.

2. Answer ALL FOUR (4) questions. All questions carry equal marks and the
distribution of the marks for each question is given.

3. Please write all your answers in the Answer Booklet provided.

BBL3614 COMPANY LAW AND SECRETARIAL PRACTICES 22 NOV 2021

QUESTION 1

Twilight Sdn. Bhd. is a food manufacturing company with seven shareholders, of whom
Bella, Edward, Jacob and Jesper are the directors. The company has produced
vegetarian Halal foods and exported their products to other countries before the
pandemic to promote a healthy lifestyle. However, there has been a sharp drop in the
company's financial performance since the Movement Control Order was imposed,
affecting the company's operational status. The executive director, Bella, is concerned
about the deteriorating state of the company. Upon scrutiny, the following irregularities
have come to light.

In early 2018, the company entered into a contract with a supplier of organic wheat and
rice called Saga Manufacturer. Unknown to the company, Saga Manufacturer is owned
by Jacob's uncle. Jacob receives a 0.1% bonus from his uncle for each delivery.

Jesper was sent to Indonesia to explore the possibility of securing a multi-million

contract with the Indonesian government to supply their products in Bali. Upon his
return, he was informed that the contract was unsuccessful and was awarded to a local
company from Indonesia. However, it was discovered that the contract was awarded to
another Malaysian company, Nutritious Hale. The majority shareholders of Nutritious
Hale are Jesper and his sister.

In September 2020, the company sold some of its unpopular products to a buyer for
RM50,000 with the board of directors' approval, except Bella. The actual value is
estimated at RM250,000. However, the shareholders of the company were not
consulted at all.

Bella confronted her fellow directors and questioned them on the irregularities but was
threatened not to take any legal action against them. Instead, Bella wants to know
whether the directors have committed any breach of duties under the Companies Act
2016. Advise Bella.

(25 marks)

(Total: 25 marks)

Continued …

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BBL3614 COMPANY LAW AND SECRETARIAL PRACTICES 22 NOV 2021

QUESTION 2

(a) Emmett, Alice, Charlie and Jessica formed a company known as Eclipse Sdn.
Bhd. Emmett and his sister, Alice, became the executive directors and the
company's majority shareholders by holding 68% of the company's issued
shares. As the minority shareholders, Charlie and Jessica discover certain
misconduct in the company. Without consulting the other members, the board
of directors passed a resolution to issue 200,000 ordinary shares to Carlisle,
Emmett's cousin. The purpose was to dilute the combined shareholding of
Charlie and Jessica. Two weeks ago, the company held a general meeting, and
notice of the meeting was not sent to Jessica.

Advise the minority shareholders on the available remedies under the

Companies Act 2016 against the majority shareholders, namely Emmett and
Alice.
(15 marks)

(b) Renesmee was appointed as the sole auditor of Dawn Systems Sdn. Bhd., a
company involved in manufacturing audio systems for motorcars. During the
audit, she discovers certain transactions that may breach the Companies Act
2016 and raises her concerns to the board of directors. Unpleased with her
conduct, the company's directors wish to replace her. Advise the company on
the procedure to remove Renesmee.
(10 marks)

(Total: 25 marks)

QUESTION 3

You are the secretary of Tegar X Bhd. Tegar X Bhd has five directors, and all of them
are the company's shareholders. The shareholders intend to remove Cynthia Chan as
director of the company because of her poor performance in the EGM. As a company
secretary, you are required to:

(a) Discuss the procedure for the removal of Cynthia Chan as a director
(10 marks)

(b) Prepare the special notice for the removal of Cynthia Chan as a director.
(10 marks)

(c) Explain how the company can appoint a new director for Tegar X Bhd.
(5 marks)

(Total: 25 marks)

Continued …

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BBL3614 COMPANY LAW AND SECRETARIAL PRACTICES 22 NOV 2021

QUESTION 4

(a) Chua would like to transfer his shares in Megah Holding Bhd to his son.
However, the board of directors refused to permit the registration and gave no
reason for their refusal.

Discuss whether the company has the right to refuse the registration of transfer
of shares.
(10 marks)

(b) Kayangan Bina Bhd is a construction company. The company has financial
difficulties due to pandemic Covid-19. The price of material also has increased
sharply. Consequently, the company has not been able to pay its creditors for
the past three months. Zaki, one of the company's creditors, wishes to petition
for a winding up of the company. Advise Zaki.
(10 marks)

(c ) Discuss the duty of the company secretary in maintaining the registered office.
(5 marks)

(Total: 25 marks)

End of Paper

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