2 (c) Explain four (4) circumstances where a special resolution is required to be passed in a general meeting.
3 A special resolution shall be passed in GM if the motion contained the following item: Change of company name ( section 23(1) and 23(3))Alteration of article of association (sect 31(1)Alteration of object clause (sect. 21(1A)Voluntary winding up (sect. 254(1)(b)This resolution will required a ¾ majority vote for it to be passed and a notice of at least 21 days must be given by the company.The resolution must be put in detail and intention to propose the special resolution must be noted in the notice of meeting
4 (f) What are the rights and powers of a proxy who is appointed on behalf of a member? The CA 1965 gives right to member to appoint proxy to attend meeting.Section 149 (1) stated that proxy shall have the same right as member to speak at the meeting. However, unless the articles otherwise provide,A proxy shall not be entitled to vote except on pollHowever, a proxy may demand or join in demand of poll in the meeting.
5 QUESTION 2You are the first company secretary of Serjaya Bhd, a recently incorporated property development company limited by shares. The company had just received its Certificate of Incorporation of Public Company (Form 8). The first directors of the company realized that as a public company, Serjaya Bhd needs to obtain the Certificate to Commence Business (Form 23) and to hold the statutory meeting.
6 You have been requested to prepare a procedural note to the directors on the steps and procedures that the company needs to comply with from the time the company received its Certificate of Incorporation until the filing of the Statutory Report explainingWhat is a statutory meeting and the purpose of holding the meeting?Actions to be taken and all documentation that needs to be filedAny relevant time limits and any fees to be paid
7 Section 142 of CA 1965 stated that a public company with share capital is required to hold statutory meeting within a period of not less than one month and not more than three months after the date at which it is entitled to commence business.The objective of the meeting is to provide information to members on circumstances of company’s formation, promotion and flotation and to consider its development since incorporation and its immediate prospect.
8 The member present have the liberty to discuss any matter relating to the formation of the company or arising out of statutory report whether previous notice been given or not.The meeting may be adjourned from time to time and the adjourned statutory meeting has the power as an original statutory meeting.
9 Checklist: Actions to be taken Forms/DocumentsFees and TimeframeAfter receiving form 8, company must lodge with CCM the following Returns (s.141(6a)Form 24 (s.120(1) of CA 1965)Form 49 (s.141(6a))Form 44 (s.54(1) )Within one month after the incorporation date of the company or when received Form 8To lodge the following documents with CCM in order to obtain certificate for commencement of business (Form 23) (section 52 of CA 1965)Form 22 (where prospectus is issued)Form 18 (whereno prospectus was issued)Statement in lieu of prospectusRM 350 fee for approval for commencement of businessTo hold Statutory meetingwithin a period of not less than one month and not more than 3 months after the issuance of Form 23 ( section 142 CA 1965)Issue Notice of meeting to memberNot less than 14 days before the date of the meetingTo dispatch Statutory report (section 142(2) of CA 1965)Dispatch Statutory Report (Form 51) to members,lodge a copy of Statutory Report to CCMAt least 7 days before the date of statutory meeting
10 b) The company held its statutory meeting on 4 December 2007 at 23, Jalan Makmur, Petaling Jaya 34352, Selangor. Mr Tan, the chairman of the company chaired the meeting.Draft the minutes of the statutory meetingMinutes of statutory meeting of Serjaya BHD
11 QUESTION 5You are the company secretary of Cream Furniture Sdn Bhd. The company held its last annual general meeting (AGM) on 31 May The financial year-end of the company is 31 December of each year. During the recent board of directors meeting, the Finance Director of the company informed members of the board that the external auditors of the company had suggested substantial adjustments to the accounts particularly concerning revenue recognition and he is not agreeable to the suggested adjustments.
12 (a) The board of directors is now concerned that the accounts may not be ready for the forthcoming AGM and seeks your advice on the following:The statutory requirements concerning the holding of AGMs and the latest date the company should hold its AGM in 2007.Required:Advise members of the board with regards to the above matters.
13 Section 143 of the CA stated that an AGM must be held in every calendar year and must be held within 15 months from the previous AGM.Thus, according to this section only, the company can held the meeting at the latest on 31 August 2007.However, section 169 of CA 1965 stated that every company is required to lay its balance sheet and profit and loss account within 6 months from its financial year end
14 Thus, from this, the cream furniture does not have the luxury to held the meeting in the period of 15 months from previous meeting because its must table its account at AGM within 6 months from its financial year end.Thus, since its financial year end is on the 31/12, the latest date for cream furniture Sdn. Bhd to held its AGM is on 30th June 2007.
15 (b) Mr Lim the newly appointed chairman of the company is also unsure regarding his role as chairman of a general meeting and he seeks your advice on the following:His rights as chairman to adjourn general meetingsRequired:Advise members of the board with regards to the above matters.
16 One of the function and duties of chairman is to declare an adjournment of the meeting when it has been validly adjourned,or if it is proper for the meeting to be adjourned on the chairman’s own authority where prevailing circumstances justify that course.However, it is the privilege and right of the members present to decide whether they should continue the meeting or adjourned it until a subsequent date.
17 The chairman must obtain the consent of the meeting, in case where quorum is present, to adjourn the meeting from time to time.The chairman cannot adjourn the meeting with his own free will even if it is done in good faith.If it is done, the adjournment will not be valid. Thus, any incomplete business may be competent to continue.
18 However, he can adjourn meeting in his own accord where: it is impossible to maintain order.Where violent misconduct exist.To assist the business of the meeting such as taking a poll but the adjournment may only for as long as is necessary.