MAICSA (AM550) CORPORATE SECRETARYSHIP PAST YEAR EXAMINATION PAPERS ‘JUNE 2010’ PREPARED FOR: PM ALICIA PREPARED BY: RAJA NURMUNIRA RAJA HARMAN SHAH

SECTION A (QUESTION 1) (c) List the differences between an ordinary and a special resolution The differences between an ordinary and special resolution: ORDINARY RESOLUTION At least 14 days to called a meeting to which an ordinary resolution is to be pass Pass by a simple majority of those present and voting SPECIAL RESOLUTION At least 21 days to called a meeting to which a special resolution is to be pass Pass by ¾ majority of those present and voting

(d) What are the requirements of section 142 of the Companies Act 1965 regarding a statutory meeting? A public company limited by shares is required to hold statutory meeting The meeting shall be held during the period not earlier than one month and not later than three months after the date the company is entitled to commence business The directors shall be forward the statutory report to every members at least 7 days before the meeting to be held The statutory report shall be certified by not less than 2 directors of the company

SECTION B- QUESTION 2 Diana, a fresh graduate of ICSA, is newly appointed as the Company Secretary for IQAS Sdn. Bhd (IQAS), a trading company which was incorporated on 1 October 2006. The Chairman of the Board informed her that the company was originally incorporated as a ‘shelf company’ due to an urgent need to have a registered company to bid for a government tender. Upon changing the shelf company’s name to IQAS Sdn. Bhd. and receiving the resignation letters of the first named directors and first named secretary in the articles of association of the ‘shelf company’, IQAS never appointed any secretary for the company

In browsing through the company records, Diana found that IQAS did not hold any general meeting since its incorporation. According to the minutes of the First Board of Directors’ Meeting, the company financial year end was fixed at 31 December 2007 and for the subsequent years the financial year end is fixed on 31 December. The company has received letters from Companies Commission Of Malaysia imposing penalties to the directors of IQAS for failing to comply with sections 143, 165 and 169 of the Companies Act 1965. You are required to explain to the Chairman of the Board:

a) On the requirements of section 143 (annual general meeting), section 165 (Annual Return) and section 169 (profit and loss account, balance sheet and directors’ report) Section 143 of CA 1965- the company requires the first AGM must be held within 18 months of the date of incorporation and within 15 months after the previous AGM, at least once in every calendar year in addition to other meeting held in that year Section 165 of CA 1965- Annual Return by company having a share capital. The company shall make a return and shall be made up to the date of the AGM or a date not later than 14 days after the date of the AGM

Section 169 of CA 1965- the directors are required to lay before the company at its AGM, a profit and loss account for the period since its preceding account (or in the case of the first account, since the incorporation of the company) made up to a date not more than 6 months before the date of the meeting. A company may then have to hold its AGM within 6 months of its financial year end.

b) On how these sections are inter-related Section 143, section 165 and section 169 of CA 1965 are inter-related regarding holding the AGM In the section 143 requires the company to hold an AGM and section 165 stated the company to make an annual return up to date of AGM or not more than 14 days of the AGM date. Besides, section 169 stated that company must table the audited account at the AGM. All the section are related to the AGM which every company must be held.

Prepare the audited account for the year ended of 2007, 2008, 2009 c) What needs to be done to rectify the situation and to update the records accordingly Prepare the audited account for the year ended of 2007, 2008, 2009 Hold AGM during the account will be table Filling the annual return for the year of 2007, 2008, 2009 Paid up the penalty impose by the SSM regarding failure to comply with the Section 143, section 165 and section169 of CA 1965 Update the secretary register and lodge Form 49 within 1 month to SSM

QUESTION 3 The board of directors of Supervision Bhd. has instructed you, a company secretary to call for an annual general meeting to consider a resolution to declare a dividend as recommend by the directors. Upon receiving notice calling for a meeting, Michael Broadband, a shareholder has written to you stating that he is unable to attend the forthcoming meeting and would like some clarification regarding the appointment of proxies and voting. You are required to write to Mr. Michael Broadband explaining:

a) The statutory requirements on appointment of proxies, including the rights and responsibility of a proxy at the annual general meeting as stipulated under section 149 of the Companies Act 1965 Section 149 of CA 1965 A member shall be entitled to appoint another person as his proxy to attend and vote instead shall have the same right as the member to speak at the meeting but unless the articles otherwise provide A proxy shall not be entitled to vote except on a poll A member shall not be entitled to appoint a person who is not a member unless that person an advocates, an approved auditor or a person approved by the Registrar in a particular case A member shall not be entitled to appoint more than 2 proxies to attend and vote Where a member appoints 2 proxies the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy

b) The differences between the two methods of voting commonly used at company meetings namely voting by show of hands and by poll The differences: Voting by show of hands Voting by poll Article 51 provides that voting by show of hands first decide unless a poll is demanded by chairman Voting may be demanded by chairman; or at least 3 members present in person or proxy; or any members present holding not less than 10% of voting right; or any members present holding shares not less than 10% of total paid up capital Article 54 states that every person present who is members or representative shall have 1 vote The votes are given proportionately to the number of shares held which ‘1 share1 vote’

c) The advantage of voting by poll and how should the poll vote be demanded The advantage is gives all entitled persons an opportunity to exercise their vote which 1 share 1 vote and where voting entitlements vary, it provides a safeguard against a minority of persons with large shareholding being over-voted by a majority of persons who have small shareholdings The poll may be demanded before or on declaration of the result of show of hands by : The chairman At least 3 members present in person or by proxy Any member(s) present holding or representing not less than 10% of the total voting rights of all the members present at the meeting Any member(s) holding shares more than 10% of the total paid up capital