CRG - corporate secretarial practice PDF

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Summary

corporate secretarial practice...

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PART A 1.

B

16.

A

2.

A,B,C

17.

FALSE

3.

A

18.

A,B,D

4.

A

19.

TRUE

5.

B,D

20.

C

6.

B,C

21.

A,B,C,D

7.

D

22.

C,D

8.

A

23.

B,C

9.

B

24.

FALSE

10.

B,D

25.

A,C

11.

B,C

26.

A,B

12.

A,B

27.

B/C

13.

TRUE

28.

B

14.

B

29.

TRUE

15

FALSE

30.

B,C,D

PART B QUESTION 1 : a) Zahid as one of the alternate directors is entitled to appoint an alternate director to act and speak during period of his absence since he is a member of the board. There is no provision regarding appointment of alternate director stated in the act. As alternate director acts within the definition of directors, he must give his consent to act before his appointment. He also entitled to notice of board meetings and to attend, vote and to exercise all power of substantive director in his place. The alternate director shall automatically cease if the substantive director vacate the office. He is not required to hold qualification shares.

b) The procedure to remove the said director, according to the section 206 (1) of the Companies Act 2016 where it stated that a director may be removed before the expiration of the directors period of office which subject to the company’s constitution by ordinary resolution. Special notice is required of a resolution to remove a director under section 206. Section 290(1) specifies that an ordinary resolution of the members of a company means a resolution passed by a simple majority of more than half of such members who are entitled to vote in person, or proxies are allowed, by proxy at a meeting of members or who entitled to vote. A meeting of members may be convened by the boards or any members holding at least 10% of the issued share capital. Special notice will go to the directors informing them about the removal of the directors within 28 days. A general meeting will be held by giving 14 days clear notice. In the meeting, member will be asked to vote and if the majority favor the removal of Datuk Ali as a director, then the resolution will be passed. Under section 207, the director is entitled to make representation within 7 days. c) According to section 224(1) of Company Act 2016, a company shall not make any loan to a director of the company or of a company with the virtue of section 7 which deemed to be related to the company. Nothing in thus section apply to an exempt private company, funds given to a director to meet expenditures to perform his duties, fulltime employment for housing loan, and fulltime employment when company passed a resolution to approve scheme loans to employees. A director has no authorization to make loan with a company except with a prior approval on resolution with regards of the purpose of expenditure and amount of loan are disclosed. Any director that make a loan with company which contravene this section will commit an offence.

d) Datuk Farid is eligible to borrow from the company to finance the renovation as under section 224(2), of Company Act 2016, state that loan to director apply to para C, where a director of fulltime employment (executive director) of the company with funds to meet expenditures in purchasing a house.

QUESTION 2 a) Notice for AGM 

Notice of AGM will includes agenda that a list of all matters to be discussed and voted at the AGM, date , time and place of meeting and a member may appoint someone to attend and vote instead of member (proxy).



The notice must be send at least 21 days before the AGM is held.



It can be sent by hand the written notice to a member in person or by post or by electronic subject to constitution.

b) Steps to conduct AGM 1. Need to confirm the date of meeting with the board, registers and advisers. 2. Need to estimates number of attendees. 3. Notice of meeting, annual reports and proxy forms need to be prepared and sent to participants. 4. Book venue with sufficient accommodation. 5. Discuss with the chairman of the proceedings and resolution. 6. Prepare and ensure the chairman script. 7. Arrange and prepare a complete equipment for presentation at the venue. 8. Consider alternative plan if the venue is not available. 9. Make and prepare a security arrangement to avoid difficulty of the meeting.

c) -

To bring along company constitution, The Companies Act 2016, BMLR, Register of Members, Register of Directors, Record of directors’ attendance at meetings.

-

Make sure the directors properly seated

-

Ensure that quorum is present Read notice of meeting

-

Note names of members asking questions

-

Assist chairman in counting of votes

-

Advise chairman on the taking the poll vote

d) Ordinary resolution : -

Should be given 14 days notice.

-

Need to be passed by simple majority of more than 50%.

-

Can be possessed by showing hands at meeting.

-

Matters requiring ordinary resolution is to exercise the powers of directors to allot shares, retirement of directors, removal of directors and etc.

Special resolution -

Need a 21 days notice.

-

Passed by special majority of more than 75%.

-

It is for alteration of constitution, reduction of liability reserve....