Presentation2_Edied.ppt

Prepared by:KAMSIAH KASIM

2011236284SAIRUNSYAKILA SAIMAN

2011882862NORISHAH HUSSIN

2011827788SITI KHADIJAH MOHD SEJAB

2011269914NUR HANISAH KAMALUDIN

2010130077AZIERA MASERI

2008427084

Group:ACB9BLAPrepared for:

Puan Juliana Mat Jusoh

Meetings and resolutions

Voting at a general meeting can be carried out either by

show of hands or by poll. Who can demand a poll vote?

(4 marks)

the chairman

at least 5 members present in person or by proxy

any members present in person or by proxy who hold at least 10% of the total voting rights of all the members present at the meeting

any member(s) holding shares not less than 10% of the total paid up capital

State the ordinary business to be transacted at an

Annual General Meeting (AGM) of a company. (4 marks)

The consideration of a/c Declaration of dividend – recommended by director Re-election of directors Appointment & fixing of the remuneration of

auditors

What is a special notice and under what circumstances is it required?

(4 marks)

Special notice is a notice to pass a resolution in respect to the section 153 and must be given to the company not less than twenty eight days (28) before the meeting.

Then company must give notice of the resolution to its members at least 14 days before the meeting.

Section 153 requires special notice to be given in the following circumstances: Removal of auditor from office under Section 174 (4) Removal of director from the office before the expiration of his term of

office under Section 128 (2) Appointment of a person as director in place of a director removed

under section 128(2)

A company is required to lodge with Companies Commission ofMalaysia (CCM) Form 11 whenever a special resolution is passed.Describe any four (4) events and the period within which the form

mustbe lodged with the CCM.

(4 marks)

changes of name clause - within 14 days after passing special resolution

after changes of limited liability clause - within 14 days changes of capital clause- within 14 days after passing special

resolution after change object clause - within 14 days after the expiration

of 21 days after the passing of the resolution

What is a special resolution? (4 marks)

A resolution that has the following features:

i. Notice of meeting of ≥ 21 daysii. Must specify the purposed of meetingiii. Passed by majority of > 75%iv. Required to registered in CCM by lodging Form 11(notice of resolution)

The Act requires the passing of special resolution for the matters such as: Alteration of AoA Change of company name Change of status Change of object Capital reduction Winding up

What type of company is required to convene a statutory meeting?

When would such a meeting be required and for what purposes?

(4 marks)

A public company, when receives the certificate to commence business (Form 23), must hold a statutory meeting not less than one month and not more than three months after the date the company is entitled to commence business.

The purpose is to approve and adopt the Statutory Report (Form 51)and to inform members of the circumstances relating to the promotion, formation and flotation of the company and any development since incorporation.

All resolutions that are to be passed by members in general meetingsshall be anordinary resolution with simple majority unless theCompanies Act 1965 requiresotherwise.

State the situations where a special majority is required for passing an

ordinary resolution. (4 marks)

The Act provides that a special majority (three fourth ¾ majority of members) be required to pass the following ordinary resolution:

Appointment of the director of a public company who have attained the age of 70 - Section 129

Appointment of another auditor to fill the casual vacancy created by the removal of the company auditors - Section 172

What are the statutory requirements regarding proxies asstipulated by S149 (1),Companies Act 1965? (4

marks)Rules regarding appointment of proxies are:i. a proxy shall not be entitled to vote except on a poll; 

ii. a member shall not be entitled to appoint a person who is not a member as his proxy unless that person is an advocate, an approved company auditor or a person approved by the Registrar in a particular case; 

iii. a member shall not be entitled to appoint more than two proxies to attend and vote at the same meeting; and 

iv. where a member appoints two proxies the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. 

Briefly explain a director's circular resolution. (4 marks)

Director’s circular resolution is a resolution in writing signed by amajority or all directors present in Malaysia for the time being thatentitled to receive notice of a meeting of the directors.

It is said to be valid and effectual as if it had been passed at a meeting

of the directors duly convened and held.

Briefly explain four (4) circumstances when one person may constitute a quorum for a company meeting.

(4 marks)

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

Purported wrongful act of others shareholders

An Annual General Meeting (ACM) is an important platformfor the shareholders and board of directors to discussmatters pertaining to the company. State and explain therequired provision with regard to the convening of the

AGMas stipulated in the Companies Act 1965. (4

marks) Section 143 provides that every company must hold an AGMonce in every calendar year. The first AGM must be held notlater than 18 months from the date of incorporation. SubsequentAGM must be held not later than 15 months from the date ofpreceding AGM.

The Board of Directors is responsible in convening an AGM, andif fails to do so, the Court may on the application of any memberorder the AGM to be called.

Distinguish between extraordinary general meeting and statutory meeting.

(4 marks)

Extraordinary general meeting (EGM) are general meetings which are convened to transact special business which are too urgent to wait until the next AGM. The EGM may be convened in accordance with the Articles of Association by the directors.

Two or more members holding more than 10% of the company’s issued share capital may call for an AGM.

The requisition must state the purpose of meeting and notice should be given to all members accordingly.

Statutory meeting is a members’ general meeting and it is held once in the entire life of a company incorporated as a public company limited by shares. The company is required to hold a meeting within 1 to 3 month after the date of commencement business.

The directors are responsible to convene the statutory meeting, failing which they will be guilty of an offence. A statutory report (FORM 51) certified by at least 2 directors must be circulated to all member within 7 days before the date of meeting. The directors shall also lodge the statutory report with CCM 7 days after the meeting.

Voting at a general meeting can be carried out either by show of

hands or by poll. Who can demand a poll vote? (4 marks)

Articles provide the manner on how poll should be demanded by:

  the chairman at least 5 members present in person or 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.

Briefly describe four (4) circumstances when one person may constitute a quorum for a company meeting?

(4 marks)

Four circumstances when one person may constitute a quorumfor a company meeting:

i. Creditors meeting one man meeting by a person holding proxies for others creditors

ii. Class meeting   where all the shares of a particular class are held by one person

only

iii. Meetings of a wholly-owned subsidiary　 if the shares of a company are held in total by a holding company　　　　iv. Purported wrongful act of other shareholders

if a quorum is present at the commencement of a meeting but is subsequently reduced to one

Which type of company is required to convene astatutory meeting?When is the statutory meetingrequired to be held and for what purpose?

(4 marks)

Public company with share capital is required to convene a statutory meeting within a period of not less than one month and not more than three months after the date which it is entitled to commence business (FORM 23). At the meeting, the members present may discuss any matter relating to the formation of the company or arising out of the statutory report.

Meetings and resolutions

Billion Dollar Man Sdn Bhd was incorporated on 2 May 2005 with the purposeof importing and exporting dairy products. The company's first Annual GeneralMeeting was held on 25 July 2006. It was agreed that the subsequent AnnualGeneral Meeting would be held on 25 July each year. The agenda for theAnnual General Meeting includes both ordinary business and special business.Required:

a)Describe the four (4) ordinary business that would be transacted at an

Annual General Meeting. (4 marks) The consideration of a/c Declaration of dividend - recommended by director Re-election of directors Appointment & fixing of the remuneration of auditors

b)Discuss the duties of a company secretary during an Annual General

Meeting. (6 marks)

To ensure that the director are properly seated To check for a quorum To read the notice of the meeting when instructed by the Chairman To note the names of those member asking questions To assist the Chairman in the counting of votes If the pulling documentation has been arranged, the secretary will advise

the Chairman that it should be taken immediately.

c)Explain the provision of section 169 and section 143 of theCompanies Act 1965 in relation to tabling audited accounts at

anAnnual General Meeting. (6 marks)

Table its audited FS at AGM not later than 6 months after the financial year end　

The purpose for which the audited accounts are to be tabled before AGM is for the shareholders to seek clarification from the board of directors on any matters pertaining to the audited accounts and not for the shareholders to approve or adopt the accounts　

Where any adjustments proposed in the meeting was not approved, the audited accounts for the year would not be amended but an adjustment shall be made in the accounts of the following year　

Section 143 require a company to holds its AGM once in a year. the first AGM is to be held not more than 18 months while subsequent AGM is to be held not more than 15 months

d)Explain the circumstances where an ordinary resolution would

require a special majority for the resolution to be passed. (4 marks)

Appointment of a director of a public company who have attained the age of 70 - Section 129

Appointment of another person to fill the casual vacancy created by the removal of company's auditor - Section 172

You are the secretary company of Genggaman Berhad, acompany listed on Bursa Malaysia. The company has adopted30 September as its financial year-end. The last AnnualGeneral Meeting (AGM) of the company was held on 15November 2007.

The forthcoming AGM will be held on 16 November 2008.The board of directors has decided that the agenda of theforthcoming AGM shall include all the ordinary business andthe following:

to increase the authorized share capital of the company from RM10 million to RM15 million, of RM1.00 each.

the declaration of a final dividend of 10 sen per share less income tax in respect of the year ended 30 September 2008.

the general approval to authorise the directors to issue shares.

Latest date: 21 days before AGM - 25 October 2008 because in ordermeeting to be valid, the length of notice to pass

ordinary resolution is 14 days special resolution is 21 days resolution coupled with special notice is 28 days.

Since the AGM have agenda that required special resolution to

be passed  the latest date is 25 October 2008

Apr 2009 – Q5

The board of directors of BMW Sdn Bhd has instructed you,a company

secretary to call for an Extraordinary General Meeting to pass a special

resolution for the proposed acquisition of 30% equity interests in

Mercedes Sdn Bhd. Upon receiving notice calling for a meeting, Mr.Habib,

a shareholder has written to you stating that he is unable to attend the

forthcoming meeting and would ask his friend who is also a shareholder

in BMW Sdn Bhd to attend and vote on his behalf. However, Mr. Habib

has a problem in filling the proxy form. Mr. Habib requests someclarification regarding the appointment of proxies.

According to the rules regarding appointment of proxy,•Proxy shall be a member, or if he is not a member, he shall be an advocates, an approved co. auditor or a person approved by CCM•Member should not appointed more than 2 proxies at the same time. If more than 2 the appointment is invalid•the Articles provides Proxy Form shall be deposited at the registered office not less than 48 hours before the time of meeting. The Proxy Form require to be in writing under the hand of appointer•Proxy shall be entitled to vote by poll not by show hand

9 JUNE 09

XYZ BHD may attend by corporate representative.

The corporation may by resolution of its directors authorize such person to act as its representative

Corporate presentative must have a certificate under seal of XYZ Bhd.

Roslina Ahmad and her husband Razlan Abdullah were theonly directors and shareholders of a small private companyin the music industry. Razlan recently lost his wife in a fatalaccident. The company adopts the Fourth Schedule of theCompanies Act 1965. Razlan seeks your advice as the company secretary to pass the necessary resolutions, ashis company has been awarded a contract by SoniaMalaysia to record a music album of Siti Wan Kebaya andhe is keen to accept it.

Required:

Advise Razlan on the following:

a) Why and how should Razlan appoint another Director? (4 marks)

The director shall become vacant in following circumstances which is state if only have one director, shareholder can request to appoint a new director.

In this case, Roslina Ahmad die and Razlan want to appoint another director.So he must lodge FORM 48A with CCM within one month from the date ofhis/her appointment together with FORM49 and the Register of Directors,Managers, and Sectaries updated accordingly.

Any subsequent appointment usually appointed by the director themselvesfor finding of casual vacancy or as an additional director and will hold officeuntill the next AGM where they shall be eligible for re-election.

b) Whether a Board of Directors' resolution can be validly passed withoutholding a meeting. (4 marks)

No, it required simple majority votes, therefore BOD resolution must holdmeeting.

c) Whether a Board of Directors' meeting can be held when the directorsare at different locations. (4 marks) Yes, Board of Directors meeting can be held when the directors are at different locations.

Section 145A states that a company may hold a meeting of its members within Malaysia or more than one venue using any technology that allows all members reasonable opportunity to participate

d) Four (4) circumstances in which one person may constitute a validquorum for a meeting. Clearly explain each of those circumstances.

(8 marks)

Creditors Meeting　 By virtue in case of R v. Cogdon,Exparte Hasker, it was held that a

one man meeting by a person holding proxies for others is considered to be valid. The rationale was that since the statute allowed the appointment of proxies, and that shareholders could instruct the proxy holder to vote in any ways as he may direct, the law should regard it as if two persons were present even thought only one person was physically present.

　　 Class meeting　　Where all the shares of a particular class are held by one person,

that person can constitute a meeting of that class of members. In this case, if a single person held all the issued shares of a particular class, no other person will be affected by this person’s course of conduct.

By statute (Section 150)If for any reason it is impracticable to call a meeting in any manner in which meetings are called under the Articles or under the Act, the court may order a meeting to be called, held and conducted in any manner as the court thinks fit and may give a direction that one member present in person or by proxy is deemed to constitute a meeting.

Purported wrongful act of other shareholdersIf a quorum is present at the commencement of a meeting but is subsequently reduced to one, there will still be a valid meeting if the situation is brought about by a wrongful act.

Cempaka Deco Berhad is a company listed on the Bursa Malaysia.The company has adopted 31 December as its financial year end.At present, the board comprises eight directors, namely AN,Bala,Carol, Daud, Edd, Faiz, George and Harun.Edd and Faiz were first appointed in the year 2002 and last re-elected as directors of the company at the Annual GeneralMeeting (AGM) held in 2006. Faiz will be turning 70 years oldon 20 July 2009. Both George and Harun were respectivelyappointed directors of the company in the year 2003 and werelast re- elected directors of the company at the AGM held in theyear 2007.

AH is the Chairman of the company and was appointed as anindependent director in the year 2002 at the first board ofdirectors meeting. He will celebrate his 75th birthday in the year2009. The company's last AGM was held on 10 May 2008. Balaand Carol were re-elected as director of the company at thatAGM. After the 2008 AGM, Daud was appointed as independentdirector of a company.

Under Section 143 that every company must hold an Annual General Meeting once in calendar year.

For subsequent Annual General Meeting – not later than 15 month from the date of precede Annual General Meeting. For Cempaka Deco Berhad the last Annual General Meeting was held on 10 May 2008, 15 Month from this date is on 10 August 2009.

However, Cempaka Deco Berhad financial year end fall on December each year and they has to table their financial statement at the Annual General Meeting prior submission to CCM. Financial Statement should be submitted to CCM within 6 month from the year end.

Therefore the last acceptable date to convene AGM is 30 June 2009

Daud will be the director for reappointment at the Annual General Meeting in 2009.

There is no provision in the Act on retirement by rotation and thus it is not a statutory requirement. Usually the Articles of the company contain provisions relating to retirement by rotation for the purpose of giving the shareholders an opportunity to review the director performance and if necessary to replace them. However for listed corporation, it is mandated by the Listing Requirement that directors must retire by rotation at least once every three (3) years.

At the first AGM of the company all director shall retire from office and every subsequent AGM thereafter, one third of the directors for the time being, or if their number not three or a multiple of three, then the number nearest to one third shall retire from office. The article usually provided that a retiring director shall be eligible for re-election. The directors to retire in every year shall be those who have been longest in office since their last election, but as between those who become directors on the same day, those to retire shall (unless otherwise agree among themselves) be determined by lot.

Based on the above scenario, all the directors in Cempaka Deco Berhad already completed their retirement of rotation at least once since the first AGM except Daud.

Please refer excel document for reference.

Section 128 gives the members of a public company the ultimate power of control over the directors. The members of a public company can remove a director by giving special notice to the company to remove him.

Director Removal under S128 Member shall submit special notice to the company not less than 28 days before a

meeting at which the resolution is to be moved The company upon receipt of any resolution coupled with special notice is required to

give its members notice of said resolution. The company must also send a copy of the special notice to the director concerned. The director mentioned is entitled to make representations in writing to the company

and request that the member of the company be notified accordingly. This may either be stated in the notice convening the meeting or a copy of

representations be sent to every member of the company to whom the notice of meeting is sent.

If the resolution is carried out in the meeting the director is removed from the Board.

Mr. Abu has recently incorporated a public company named SSD Bhd withhimself, Mr. Woo and Mrs. Woo as the first subscribers and directors. You are thefirst secretary of the company. Immediately after getting the Certificate toCommence Business (Form 23) you are required to convene a board meeting todeal with certain formalities to commence business. Prior to the first board ofdirectors' meeting, the company had convened the statutory meeting held on14 December 2009.

(3 marks)

Required:

a) State any six (6) of the agenda items appropriate for the first board meetingof SSD Bhd: To adopt the Certificate of Incorporation and the M&A’s To adopt the Company’s common seal To appoint the Chairman of the Board To rectify the appointment of the first two directors To appoint the Company Secretary To fix the situation of the registered office To appoint the company external auditor To appoint managing director

1) Procedure to incorporate public company Name search

a) File Form 13A - Availability of name searchb) Pay RM30 per name for searching feesc) One approved, the name will reserved for 3 months

2) Prepare Pre-incorporation document.Pre-incorporation document consist of

Memorandum and article of association Form 48A - Statutory declaration by a person before

appointment as director. at least by 2 person Form 48F - Statutory declaration by a person before

appointment as secretary Form 6 - Statutory declaration of compliance

The above document should submit together with Letter of approval of name Bank draft for incorporation fess according to the

authorised capital

3. Once satisfied CCM will issued form 8 - Certificate of Incorporation for public company. However, the company cannot commence the business until they get Form 23 which is Certificate to commencement business. In order to get Form 23 they have to submit

Post incorporation document consist of; Form 24 - Return on allotment of share Form 44 - Notice of situation of registered office Form 49 - Particulars of directors, managers and secretaries

A statement in lieu of prospectus either Form 18 (Statutory declaration of compliance by company that has not issued prospectus) or Form 22 ((Statutory declaration of compliance by company that has issued prospectus)

Statutory declaration that the director has paid their shares either Form 46 (Undertaking by director to take and pay for qualification shares) or form 47 (Statutory declaration by director of registration of qualification shares)

4. If CCM satisfied they will issue Form 23 (Certificate to commencement business)

5. Within 1 to 3 month after received form 23, the company need to conduct Statutory meeting

Section 142 of the Act state that a public company with a share capital is required to hold a statutory meeting within a period of not less than 1 month and not more than 3 month after the date at which it entitled to commence business (FORM 23).The statutory meeting is a member general meeting and it is held once in the entire life of a company incorporated as a public company limited by shares.

The purpose is to approve and adopt the Statutory Report (Form 51) and to inform members of the circumstances relating to the promotion, formation and flotation of the company and any development since incorporation.

The board of directors of MZ Engineering Sdn Bhd has decided toincrease the authorized share capital of the company fromRM1,000,000 ordinary shares of RM1.00 each to RM5,000,000ordinary shares of RM1.00 each by creating an additional4,000,000 ordinary shares of RM1.00 each. These shares will havethe same rights and privileges as the current ordinary shares. SinceMZ Engineering Sdn Bhd has only six shareholders, the board ofdirectors decided to seek members' approval via members' circularresolution as provided by Section 152A instead of convening anExtraordinary General Meeting. The company's Articles ofAssociation requires that the company pass an ordinaryresolution to increase its share capital.

The question request to alter the capital clause by increase the authorized capital

INCREASE ITS SHARE CAPITAL - ORDINARY SHARE

The board of directors has decided to increase the authorized share capital of the company from RM1,000,000 ordinary shares of RM1.00 each to RM5,000,000 ordinary shares of RM1.00 each by creating an additional 4,000,000 ordinary shares of RM1.00 each. These shares will have the same rights and privileges as the current ordinary shares

It is usual for the allottee to sign an agreement to take up the shares alloted at the agreed valuation

BOD to approve the share allotment and agreement either through board meeting or by circular resolution

If approval of shareholder in general meeting is required for directors to allot shares under Sec 132D, then the Board needs to authorised the secretary to convene an EGM to approve the allotment of share

Notify allottee of approval to allot shares, prepare share certificate and send the share certificate to allottee. Update the register of members

Secretary submit form 24, Form 11 (if necessary) and Agreement or Form 25 (if the shares are issued without a written agreement to indicate the willingness of the allottee to take up the share at said value) to CCM within 30 days of the date of the resolution or allotment

A public company may raise finance from the public at large by issuing securities in the form of shares or debentures. Generally, an issue of shares to the public may take one of several forms:

Public issue - a direct allotment where the share are issued and allotted directly to members of the public who have subscribed for the shares.

Offer for sales – there are two scenarios;where a private company seeks to “go public”, a portion of the shares held by the existing shareholders may be offered for purchased by members of the publics;a company allots or place shares to an issuing house which then will offer them for sale to the public

Right issue – is an offer (in the contractual sense) to the existing members of a corporation of new shares for subscription.

The board of directors of KL Land Berhad, a property company, hasdecided to hold its 10th Annual General Meeting (AGM) on 20December 2009. Besides the ordinary businesses, the agenda willinclude two special businesses;

(i) to change the name of the company to Suria Alam Berhad; and

(ii) to alter its objects clause to permit it to carry on business as hoteliers.

A number of members have written to the company indicating theirdispleasure on these proposed changes and they would like todemand a poll vote to object the amendments. Puan Aminah, whohas recently been appointed as Chairmanof the board of directors, will be chairing this forthcoming AGM. Sheseeks your advice on the following:

a) Explain the requisites of a valid meeting. (9 marks)

Meeting may be defined as an assembly of two or more people for Lawful purposes. A meeting has the following characteristics:

　　　In order for meeting to be valid, the following conditions must be

met: It must be properly convened

EXPLAIN (notice and agenda & convening activity)

It must properly constituted EXPLAIN (quorum and proxies)

It must properly conducted EXPLAIN (chairman, voting & adjournment)

The proceeding of meeting must be properly recorded and kept in a minute book.

Voting by pollIn a case of a company having a share capital means a member shall have one vote for every shares (Section 147(1)). Votes are given proportionately to the number of shares held. By poll, a member may utilize his full voting power and for this reason, the right to demand a poll is extremely important.

The articles provide the manner on how poll should be demanded (i.e. before or on the declaration of the result of show of hands) by either:

a) The chairmanb) At least 5 members present in person or by proxy (section 146(1)(b))c) Any members present in person or by proxy holding at least 10% of

the total voting right of all the members present at the meeting (Section 145(1)(b)(ii); or

d) Any members holding shares not less than 10% of the total paid up capital (Section 145(1)(b)(iii))

State the business to be transacted and the type of resolution required for approving both the ordinary and special business in the AGM of KL Land

Berhad. (6 marks)

Ordinary Resolution1. The consideration of a/c2. Declaration of dividend – recommended by director3. Re-election of directors4. Appointment & Fixing of the remuneration of auditors

Special Resolution1. to change the name of the company to Suria Alam

Berhad; and2. to alter its objects clause to permit it to carry on business

as hoteliers

Garment Textile Bhd is a well-known textile manufacturer specialized in producinggarments and blankets for medical centres. The board of directors of the companyagreed that the 20th Extraordinary General Meeting (EGM) will be held on 5 May

2011 atSepang Gold Coast Resort to pass special resolutions by the shareholders to furtherstrengthen the business activities of the company. The board of directors has

proposedthe following resolutions:

i. To change the company's name to Multi Textile Berhad.ii. To add the object sub-clause in line with textile manufacturing company to

manufacture school and academic institution uniforms,iii. To remove Encik Boo Hong Too as an executive director of the company.

Required:Draft the notice for 20th Extraordinary General Meeting of the company.

(7 marks)

Dr. Zulaikha and Dr. Hafizul, the previous partners of a specialist clinic, recently incorporated Puncak Alam Medical Centre Sdn Bhd. The registered office of the company is situated at Bandar Puncak Alam. Both of them are appointed as the first two directors of the company. The agenda of the first board of directors' meeting scheduled on 5 January 2012 includes the appointment of additional directors as board members. They also wish to appoint a financial consultant, Encik Haziq as the company's managing director who will be responsible in managing the operations of the company. Dr. Zulaikha seeks your advice on the following matters:

Required: a) Describe the procedure for the appointment of the first director, in accordance

with section 122 of the Companies Act 1965. (6 marks)

In accordance with section 122 of the Companies Act 1965, every company must have at least two directors, who each has his principal or only place of residence within Malaysia. The director must be natural person of full age (at least 18 years old) and the first two directors must be named in the Memorandum and Articles of Association of the company.

 He must be someone who has not disqualified from being director and directors deemed to be appointed and will hold office until the first AGM.

A person can be appointed as a director if he is nominated before general meeting (14 days before). The directors must give his consent to act and dully executed Form 48A (Statutory declaration by a person before appointment as director). The form must be verified by the commissioner for oath. Form 49 (Return giving particulars in registers of directors, managers and secretaries) must be submitted to CCM within one month after receiving certificate of incorporation and update the registers of directors, manager and secretaries.

The appointment of Managing Director (MD) is usually

provided in the Articles of Association and the board is given the power to appoint a MD. The articles must first be altered if there is no such provision in the articles, otherwise no appointment of MD can be made.

The directors will decide on the terms and condition (in articles) of the appointment and the MD will sign a contract of service. The MD shall not be subject to retirement by rotation and the appointment shall be terminated if he ceases to be a director when the contract expires. The company can terminate his services even though his term has not yet expired.

1. Meetings – Should allocate time and effort to attend to meetings and to know what is required of the board and each of its directors, and to discharge those functions.

2. Properly managed and controlled – Should ensure at all times that the company is properly managed and effectively controlled.

3. Powers – Should at all times exercise his powers for the purposes they were advised, for the benefit and prosperity of the company.

4. Contractual interests – Should disclose immediately all contractual interests whether directly or indirectly with the company.

The board of directors of Permata Zamrud Sdn Bhd has agreed that the 10th AnnualGeneral Meeting (AGM) of the company will be held on Thursday, 5 January 2013 at10.00 am at the Conference Room 1, Putra Palace Hotel in Johor Bahru, Johor. TheAGM is to be held for the purpose of transacting the ordinary business of the company.En. Zamarul, a newly appointed Chairman of the Board, will be chairing this

forthcomingAGM. He does not understand the requisites of a valid general meeting. He seeks yourclarification on how to properly convene a general meeting. As a company secretary,

youare required to:

a) Explain in detail the pre-requisites of properly convening a general meeting. (8 marks)

For a meeting to be properly convened, the following rules must be complied with:

i. Notice and Agenda i. Notice must be written and must be fair and reasonable

b) Notice for GM must contain the following information:

Name of the company Type of meeting Date, day and time of meeting Place of meeting

Agenda indicating the nature of any special business to be transacted and indicating whether resolutions are ordinary resolution, special resolution, or resolution required special notice

Date of notice Signature and name of convenor Notes on the appointment of proxies (for General Meeting)

ii) Notice to be circulated 　　　

Notice of GM must be given to: Every member having right to attend and vote at such meeting Every person entitled to a share in consequence of the death or bankruptcy

of a member. The auditor for the time being of the company

iii) Length of notice

If Article are silent, notice period is computed based on clear days – day between services notice and day of meeting.

General Meeting – passing an ordinary resolution – 14 days Class Meeting – 14 days General Meeting – passing special resolution – 21 days Annual General Meeting – 21 days

　 Deemed valid if notice shorter period :- Annual General Meeting – all members have right to attend and vote agree Other meeting – majority number of member who hold 95%

iv) Objects of meeting

In case of meeting request by members – objective of meeting must be deposited in registered office

Resolution purpose – requisitioned in writing by members representing not less than 1/20 of the voting power or not less than 100 members.

vi) Time of meeting – subject of notice properly issued –any time

vii) Place of meeting – S145A Hold all the meeting within Malaysia Hold a meeting within Malaysia at more than 1 venue – Technology allowed

members to participate.

viii) The Convening Authority BOD Any director may whenever he thinks fits to convene EGM Any director may summon a meeting of directors

Beyonce Berhad had convened its Annual General Meeting (AGM) on 27 July 2012. As

the Company Secretary, you are advise the Chairman of the AGM on the validity of the

following situations (support your answer with reasons):

A member highlighted that the notice for the AGM was dated 1 July 2012. He complained

that he only received the notice on 10 July 2012 and so he claimed that there wasinsufficient notice and that meeting was not valid.

(4 marks)

Beyonce Bhd is a public company, a notice of call for meeting at least 21 days is required. Based on this case, notice of the meeting was dated 1 July 2012 and AGM has convene at 27 July 2012 which is exceed 21 days.

There is only a member received the notice on 10 July 2012 and he claimed that there was insufficient notice and the meeting was not valid. Basicallly, notice must be in writing and must be fair and reasonable. According to this case, notice is properly convene, therefore the notice is sufficient and the meeting is valid.

b. A member, Shah Jahan had called the Chairman one day before the AGM saying that he was unable to attend the AGM and would send his wife, Mumtaz, to attend and vote on his behalf. However, he did not submit a Proxy Form for the appointment of his wife as his proxy.

(4 marks)

According to the rules regarding appointment of proxy, the Articles provides Proxy Form shall be deposited at the registered office not less than 48 hours before the time of meeting. The Proxy Form require to be in writing under the hand of appointer.

Based on this case, one day before AGM, Shah Jahan send his wife Mumtaz to attend as proxy and vote on his behalf. However, he did not submit a Proxy Form for the appointment of his wife as his proxy. Therefore, the proxy cannot be appointed on behalf of director and attendance of director is uncounted.

When the Chairman declared the result of the vote by a show of hands on the

ordinary resolution to re-elect the retiring directors which was passed with amajority votes of 60%, a member, Jimmy Lim who voted against the

resolution,stood up and said, “I object the results. Since I am holding 51% of the

shares inthe company, my vote alone should outvote all the others.”

(4 marks)

All resolutions to be passed by members in general meetings shall be ordinary resolution unless the Act requires otherwise. An ordinary resolution is passed by a simple majority of those present and voting.

Vote by hand will be nullified once vote by poll was demanded by Chairman At least 5 members present in a person or by proxy Any members who hold more than 10% of total paid up capital

Based on this case, Jimmy hold 51% of the shares in the company which make him entitled to demand for vote by poll.

his object is valid. 

d) When the Chairman proposed to re-appoint Azman & Co. to be the company’s auditor for the ensuing year, Linda, a member, objected saying that she did not trust Azman & Co. and proposed to appoint Raja & Co, to be the company’s auditor for the ensuing year. Linda did not give any prior notice to the company before the AGM to change the auditor.

(4 marks)

Section 153 (CA) requires special notice to the following circumstances which are removal of auditor from office, removal of director from the office before the expiration of his term of office and appointment of a person as director in place of a director removed. The special notice to pass a resolution in respect of the above matters must be given to the company by the member not less than 28 days before the meeting at which it is to be moved.

According to Beyonce Berhad, Linda as member did not give any prior notice to the company before the AGM to change the auditor and therefore, her object to this matter is invalid.

Section 169 requires the company to declared the dividend in AGM for approval from shareholder.

However the power to declare the rate and the entitlement date in the hand of director.

Members only can vote to approve or reject the dividend but can not alter the rate of dividend

According to this case, a member objected saying that the dividend of RM 0.50 was too small and proposed that the company should declare a final dividend of RM1 per share. Therefore, his objected towards dividend is invalid for that financial year.