STAMFORD COLLEGE

SCHOOL OF DIPLOMA STUDIES

DIPLOMA IN CORPORATE ADMINISTRATION
(SEMESTER 3)
DCA 212: CORPORATE COMPLIANCE AND PRACTICE

Date: 8 May 2014 (Thursday)

Time: 9.30am-11.30am

Duration: 2 hours

Instructions to Candidates
Question 1 from Section A is Compulsory. Answer TWO out of FOUR questions from
Section B.
Please ensure that this examination paper contains FIVE questions on TWO printed page
before you start the examination.
Books, papers and other written materials are not allowed to be brought into the
examination hall. A candidate who violates the examination rules of Stamford College or
commits a malpractice will be disqualified from the examination.
Candidates may use calculators provided the calculators give no printout, have no work
display facilities, are silent and cordless.
Write your Examination Index Number on each page of your answer booklet.

DIPLOMA IN CORPORATE ADMINISTRATION (SEMESTER 6)

DCA212: CORPORATE COMPLIANCE &

PRACTICE

SECTION A
Question 1 (Compulsory)
Critically discuss the effects of corporate separate personality.
(Total = 20 marks)

SECTION B
Answer TWO out of FOUR questions
Question 2
Philip Towers v Premier Waste Management Ltd [2011] sends out a strong message to company
directors that the courts will strictly enforce their fiduciary duties. In this case, the defendant
director was required to account for undisclosed personal benefits, which he had received from
one of the claimant companys customers.
Describe the duties that a director holds towards a company

(40 marks)
(Total = 40 marks)

Question 3
(a) Define the meaning of a company.

(6 marks)

(b) Name and describe the two types of companies in Malaysia.

(10 marks)

(c) States and describe the types of registered companies in Malaysia.

(24 marks)
(Total = 40 marks)

Question 4

EXAM DATE: 8 MAY 2014

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DIPLOMA IN CORPORATE ADMINISTRATION (SEMESTER 6)

DCA212: CORPORATE COMPLIANCE & PRACTICE

Memorandum and Articles of Association (AOA) are legal documents of a company that require
to be lodged with Companies Commission of Malaysia (SSM) upon the registration of a
company. Companies may alter these documents to suit their own particular methods and
procedures which they intend to adopt.

(a) Discuss the importance of a Companys Memorandum and AOA.

(16 marks)

(b) Explain FIVE differences between a Memorandum and AOA.

(24 marks)
(Total = 40 marks)

Question 5
(a) Name and describe the two types of voluntary winding up
(b) Critically discuss the grounds for compulsory winding up

( 10 marks)
(30 marks)
(Total = 40 marks)

END OF QUESTION PAPER

EXAM DATE: 8 MAY 2014

PAGE 2

DIPLOMA IN CORPORATE ADMINISTRATION (SEMESTER 6)

DCA212: CORPORATE COMPLIANCE &

PRACTICE

MARKING SCHEME
SECTION A
Question 1 (Compulsory)
To discuss the effect of separate legal personality ; Limited liability, able to hold property in the companys
name, ability to be sue and be sued, perpetual sucession. A very good answer will have some case law
discussion; Salomon v Salomon, Lee v Lees Air Farming
(Total = 20 marks)
SECTION B
Answer TWO out of FOUR questions
Question 2
(a) Fiduciary duties- to act bona fide, no conflict of interest, not to make secret profit

(20 marks)

(b) Duty of due care, duty to act with diligence & statutory duty

(20 marks)

(Total = 40 marks)
Question 3
(a) A company is a body corporate created by incorporation under the law as a way to embrace the
collection of individuals organised into what is known as corporate aggregate
(6 marks)
(b) Statutory & registered company

(10 marks)

(c) Companies limited by guarantee, unlimited companies, companies limited by share, private company,
exempt private company, public company and foreign company
(24 marks)
(Total = 40 marks)
Question 4
(a) any rational answers is acceptable.

(16 marks)

(b) 5 different characteristics.

(24 marks)
(Total = 40 marks)
(24 marks)

Question 5
(a) an outline of members voluntary winding up and creditors winding up is required.
(b) The ground under s 218(1) of the company act must be critically analyzed.
(Total = 40marks)

END OF MARKING SCHEMEPAPER

EXAM DATE: 8 MAY 2014

DIPLOMA IN CORPORATE ADMINISTRATION (SEMESTER 6)

PRACTICE

EXAM DATE: 8 MAY 2014

DCA212: CORPORATE COMPLIANCE &

DIPLOMA IN CORPORATE ADMINISTRATION (SEMESTER 5)

COMPLIANCE

EXAM DATE:

DCA212: CORPORATE

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