UCL3612 - 2110 - Midterm Exam Question PDF

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MULTIMEDIA UNIVERSITY MIDTERM EXAMINATION TRIMESTER 1, 2021/2022

UCL3612 – COMPANY LAW I (All Sections / Groups) 23 SEPTEMBER 2021 Reading Time: 10.10 a.m. – 10.15 a.m. (5 Minutes) Answering Time: 10.15 a.m. – 11.15 a.m. (1 Hour)

INSTRUCTIONS TO STUDENT 1. Students will have five minutes during which they may read the paper and make rough notes ONLY in their question paper. Students then have the remaining ONE HOUR in which to answer the questions. 2. This question paper consists of 1 page with 1 Question only. 3. Answer ALL question(s). 4. Students are only allowed to bring in CLEAN AND ORIGINAL COPY of the following statute into the exam venue: i)

Companies Act 2016

“Clean” is defined to include no tagging, no annotation either by the publisher or anyone else, and no erased marking. Highlighting and underlining are also prohibited. 5. Please write all your answers in the Answer Booklet provided.

UCL3612

COMPANY LAW I

23 SEPTEMBER 2021

ANSWER ALL QUESTIONS Doldam Medical Centre Sdn. Bhd. (“Doldam”), Hanse Sdn. Bhd. (“Hanse”), Sungwon Hospital Sdn. Bhd. (“Sungwon”), Gukil Sdn. Bhd. (“Gukil”) and Myungwoo Specialist Sdn. Bhd. (“Myungwoo”) are private limited companies providing healthcare services in Malaysia. The composition of shares and voting power of the companies are as follows: Doldam holds 51% of the issued shares in Hanse and 49% of the issued shares in Sungwon respectively. At the same time, Doldam also controls the composition of the board of directors in Sungwon. Hanse holds more than half of the voting power in Gukil and the only member of Gukil is Myungwoo. Consider the following situations which are independent of each other: (i)

Doldam’s managing director, Kim Sabu is confused with the whole structure of its company. With the relevant provisions of Companies Act 2016, advise Kim Sabu, the relationships of all companies involved above. (7 marks)

(ii)

Kim Sabu and his old friends, Song Hwa and Jeong Won decided to set up a private practice and incorporate their business as Yulje Medical Centre Sdn. Bhd. (“Yulje”). Jeong Won purchased a land next to Yulje for RM 1 million in March 2021. He then sold it to Yulje for RM 1.5 million through an estate agent without disclosing his interest in the contract. Song Hwa entered into a sale and purchase agreement with Daddy Long Legs Medical Technology Service Bhd. (“DDL”) to purchase the latest technology of MRI scanner known as Intraoperative Magnetic Resonance Imaging (“iMRI”) to be configured in Yulje’s operating room for RM 550,000.00. Upon the advice of solicitors, she signed the agreement ‘For and on behalf of Yulje, Song Hwa’. Yulje was incorporated in September 2021 but shortly went into insolvency. The iMRI was, however, configured in Yulje’s operating room and was used once by Song Hwa to assist her surgery as a neurosurgeon in Yulje but was never paid for. With reference to the Companies Act 2016 and decided cases, advise the parties on the relevant issues above. (13 marks) (Total: 20 marks)

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