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SET A

Q1. The company held its last AGM on 31 Jan 2015. The financial year end of
the company is 31 December of each year. External auditor of the
company had suggested substantial adjustments to the accounts
particularly concerning revenue recognition. The BOD does not agreeable
to the suggested adjustments and afraid that the accounts may NOT be
ready for the forthcoming AGM. Advice the BOD on the latest date they
should hold AGM in 2016.
(The company is adopting Fourth Schedule Table A , Companies Act 1965 as its Articles of
Association)
Hint 1 - S143 a subsequent AGM is required to be held within 15 months
from the previous AGM (/) so long as the 15 months interval is within the
next calendar year unless extension from the CCM has been obtained
Hint 2 - S169 (1) However, as every company is required to lay before the
company at its AGM a profit and loss account for the period since the
preceding account (or in the case of first account, since incorporation) made
up to a date not more than 6 months before the date of the AGM, a company
would have to hold its AGM within 6 months of its financial year end.
Last date of next
AGM?

30 April 2016
(2 Marks)

Q2. On 5 Mei 2016, Mr A & Mr B sent a notice to ABCDE Bhd to remove Mr C


as a director of ABCDE Bhd. Discuss the followings:
a. According to Sec153, state the earliest date the EGM will be held 3 June 2016. (Not less
than 28 days before the meeting)
Sec 154 EGM should be held not later than 2 Months.
b. Qualification of Mr A & Mr B in according to Sec 144 so that the co. should accept their
notice.
- Must be 2 members
- Combination of their shares hold more than 10% or
- More than 10% vote
c. What is the last date for the director of ABCDE should issue notice of EGM 19 Mei
2016. (14 days before the EGM if EGM is on 3rd june 2016)
d. What is the earliest date, if Mr A & Mr B may themselves convene the EGM, if there is
no action taken by the directors to convene the EGM. 27 May 2016 Sec 144(3) within 21
days, BOD failed to act, then the requisionist may convene.

e. In case of (c.) above, state the last date that the meeting should be convene on 21 June
2016 (14 days before EGM) before and should be held 6 July 2016 ( Sec 144 - Not
later than 2 months after date of requisition)
(12 Marks)
Q3. Describe THREE(3) declarations of Form 48F that has to be made by the potential company
secretary prior to his appointment. State the location where that document is to be kept.
(4 Marks)
- Consent to act
- Declare 139A
- Declare 139C
- Should be kept in the registered office.
Q4. Ali, Chong and Samy whom graduated from Universiti Utara Malaysia plan to incorporate a
company in agricultural industry. They sent Form 13A to the Companies Commission of
Malaysia (CCM) and received the approval letter for their proposed companys name,
Muafakat Bersama Sdn Bhd. However they are not certain about the incorporation
documents to be lodged with the CCM after receiving the approval letter.
List the incorporation documents that need to be lodged with Companies Commission of
Malaysia and determine the stamp duties for each document. State the fees payable if their
authorized share capital is 250,000 shares of RM1.00 each.
(5 Marks)
- Form 6 statutory compliance
- Form 48A directors declaration
- M&A with stamp duties of RM100 for each
- Other doc original 13A, copy approval letter & copy IC BOD & sec
- Fees RM3,000

Q8. Below is a partial annual report for SAZA Holding Berhad, for financial year ended 30 June
2006
CORPORATE INFORMATION: BOARD OF DIRECTORS
Retire /
ReReason
Not Retire election /
Not
Tan Sri Dr.
Appointed on Age : Not
Tengku Ali
17 Mac 2005 49
(Chairman)
Zainal Abidin bin Appointed on Age : Not
MD
Mustapha (MD)
1 April 2006
44
Lt. Gen (R) Dato Appointed on Age : Retire
Over 70
Seri Saad bin
12 July 2004
70
Ahmad
Haji Abdul Kadir Appointed on Age : Retire
1/3 - eldest
bin Syeikh Stopa 12 July 2004
61
Badrul bin Abdul Appointed on Age : Retire
1/3 - eldest
Rahman
12 July 2004
37
Tan Siew Geik
Appointed on Age : Not
(F)
12 December 43
2004
Mohan Singh A/L Appointed on Age : Retire
Appoint in
Sukjit Singh
10 August
66
between two AGM
2005
Dato Ahmad bin Appointed on Age : Retire
Appoint in
Haji Hitam
26 January
54
between two AGM
2006
SAZA Holding Berhad was incorporated on 1 May 2003 and adopts all the regulations contained
in Table A of Fourth Schedule, Companies Act. 1965. The Third Annual General Meeting
(AGM) of SAZA Holding Berhad will be held on Friday, 22 December 2006.
Based on the information of the directors of SAZA Holding Berhad, discuss the retirement and
the eligibility for re-election of each director in the Third AGM of SAZA Holding Berhad.
(8 Marks)