[简答题]Miskin Sdn Bhd (Miskin) is a company which specialises in the trading of electronic spare parts. Ali, Badri and Cindy are its directors. Although the company was prosperous in the past it has suffered serious losses over the past three years and is now insolvent. Six months ago, Ali and Badri, pursuant to a decision taken at a board meeting at which Cindy was not present, ordered, on credit, RM2 million worth of electronic spare parts from EZ Manufacturing Sdn Bhd (EZ). When Cindy later learned of this transaction, she questioned Ali and Badri as to how Miskin was going to pay for the goods when it was totally insolvent. They replied that they did not have any intention of paying EZ. Last week Miskin was put into insolvent liquidation and a liquidator was appointed. The liquidator seeks your legal advice on the following matters: (a) whether Ali and Badri have committed any specific criminal offence under the Companies Act 1965 in respect of ordering goods on credit from EZ

[简答题]Bahagia Sdn Bhd was incorporated in December 2009. The first annual general meeting (AGM) of the company was held in April 2011. Appu and his uncle Jim are members of Bahagia Sdn Bhd. Appu attended the meeting but Jim did not attend as he did not receive notice of the meeting. The company claims that no notice was sent to Jim due to an accidental omission. At the meeting two separate resolutions were passed, namely, to alter the company’s articles as well as to increase the company’s share capital. Both resolutions were passed by a 60% majority. Required: Advise Appu and Jim, who seek your advice on the following:(a) whether the company had breached the Companies Act 1965 in failing to hold an AGM in 2010. (3 marks)

[简答题]Tanah Baru Sdn Bhd is a private limited company whose sole object is the manufacture of office furniture. Recently, the board of directors decided to expand its business to venture into ostrich farming. Pursuant to this decision the company purchased and obtained delivery of 2,000 ostriches from Ostry Sdn Bhd at a cost of RM 1 million. They are contemplating purchasing another 2,000 ostriches in two months’ time. Madeline, a member of Tanah Baru Sdn Bhd, is completely opposed to the idea of ostrich farming as it is outside the scope of the objects of the company. Required: Advise Madeline on the following: (a) whether the contract of Tanah Baru Bhd to purchase ostriches from Ostry Sdn Bhd can be challenged on the ground that it is outside the objects clause of the company and she could have the transaction set aside; (4 marks)

[简答题]Jolly Trading Sdn Bhd, a subsidiary of Jolly Holdings Bhd has recently done the following, pursuant to a decision of its board of directors: (a) Purchased a motorcar, a three-year old Mercedes Benz, from one of its directors, Mercy, at a price of RM280,000 which reflects its market value. (5 marks) (b) Appointed Samseng, aged 72, as an additional director. (5 marks) Required: Advise the board of directors whether there has been any breach of the provisions of the Companies Act 1965 in respect of the above transactions, (a) and (b). Note: the mark allocation is shown against each transaction. (10 marks)

[简答题]ABC Sdn Bhd is a small private limited company with five shareholders. Its directors are Ali and Balu. Its objects clause states as follows: (i) to manufacture and sell biscuits; (ii) to buy and sell wooden furniture; and (iii) to carry on any other business, which in the opinion of the board of directors can be carried on with the above businesses of the company. In April 2011, ABC Sdn Bhd entered into a contract with XYZ Sdn Bhd, a steel manufacturing company, for the purchase of 90,000 kilograms of steel. The steel will be delivered to ABC Sdn Bhd next month. The decision to purchase the steel was made by Ali and Balu with the intention of making the company branch off into the manufacture of steel cabinets and other office equipment made of steel. Charles, a shareholder, believes that the contract for the purchase of the steel is outside the scope of the objects clause of ABC Sdn Bhd. He seeks your advice in respect of this matter. Required: Advise Charles on:(a) whether the

[简答题]Downhill Sdn Bhd (the company) has gone into insolvent liquidation. Its liabilities far exceed its assets. You are required to advise the liquidator in respect of each of the situations below: (i) The company had been formed in 2005 with three members, Abu, Baloo and Chong. Nazeem was appointed as the manager of the company. In January 2006 Baloo transferred his shares to Abu and left the company. In January 2008 Chong’s shares were registered in Abu’s name when he surrendered his shares and migrated to Canada. Since then the company had continued to operate with Abu as the sole member under the management of Nazeem even though the company incurred heavy debts. Required: Advise the liquidator whether Abu could be held personally liable for all or any part of the debts of the company. (3 marks) (ii) In September 2008, Nazeem issued a cheque on behalf of the company in favour of Samy, a supplier of goods, as payment for goods sold to the company. Unfortunately, the name of the

[简答题](a) FGH Sdn Bhd is a prosperous manufacturing company. It is keen to purchase a piece of land in Ipoh for its new factory. Sapu, one of its directors, owns a piece of land in Ipoh, which is ideally suited for the company’s new factory. Sapu has offered to sell the land to FGH Sdn Bhd at its market price of RM2·5 million. The board of directors of FGH Sdn Bhd wishes to purchase the land but Jaga, its company secretary, has warned the board that the purchase of Sapu’s land would contravene the Companies Act 1965. The board seeks your advice regarding this matter. Required: Advise the board of FGH Sdn Bhd whether the proposed purchase of Sapu’s land would contravene the Companies Act 1965. (5 marks)

[简答题](a) ABC Sdn Bhd wishes to appoint the following persons as directors: (i) Jessie, a retired professor of corporate governance at the University of Corporate Values, in South Africa. She is a citizen of South Africa and currently resides there. (3 marks) (ii) Joe, a Malaysian, who had been declared bankrupt by the High Court six years ago. He has a reputation for being an excellent corporate manager and has a track record of reviving and transforming ailing companies into very profitable ones. (3 marks) Required: Advise ABC Sdn Bhd whether there would be any legal obstacles to the appointment of Jessie and Joe as directors of ABC Sdn Bhd. Note: The mark allocation is shown against each part. (b) XYZ Sdn Bhd (XYZ) recently entered into a contract with LMN Building Contractors Sdn Bhd (LMN). This was for the building by LMN of a factory for XYZ. The decision to award the contract to LMN was made three weeks ago at a meeting of the full board of directors of XYZ.

[简答题]Jack and Jill are the directors of J-J Sdn Bhd, a company which specialises in the manufacture and sale of perfumes and aromatic oils. The company is quite profi table and its products are in much demand. Recently, Snowyte, a member of the company, discovered the following: (a) Jack has set up a business in partnership with his brother, Tom. Their fi rm, J T Brothers, also deals in the manufacture and sale of perfumes and aromatic oils. Jack has been able to bring in substantial business to the fi rm. J-J Sdn Bhd has lost some of its business due to the competition from J T Brothers. (5 marks) (b) Last month, Jack and Jill bought a piece of land for J-J Sdn Bhd from Jenny, for RM 300,000. Snowyte complains that the members of the company were not notifi ed of the purchase. She has also learnt that Jenny is Jill’s sister-in-law. (5 marks) Snowyte wishes to know whether Jack and Jill have breached any of the provisions of the Companies Act 1965 in the above-mentioned situations a

[简答题]BHD

[单项选择]A computer company has a special person who answers all questions that are sent to him. The person is a 63 year old man. He is known for always finding the right answers. On the Internet, more people are finding out about this smart man.
He does not look like a computer expert. He has silver hair and is gentle. He feels that his age helps him with his job. He remembers a lot of things people ask about. He says that every day is different, so he is never bored.
He tries to return the answers within 24 hours. He will answer any questions that he can. The questions he gets are very different each day. He loves his job.
Other companies do not have a place for people to ask questions. If they do, it may take a long time to get an answer. Sometimes you may never get an answer at all.
It is important for companies to have a person who will answer your questions. It keeps the customers happy. Happy customers will keep coming back.
He feels that his age helps him with ___
A. understanding knowledge
B. answering questions patiently
C. information collected in his mind
D. his feeling toward people

[简答题]Roogi Bhd was incorporated in 1999. The company has suffered revenue losses exceeding RM10 million over the last three years. However, its subsidiary, Kaya Bhd, has made substantial profi ts last year. Kaya Bhd has not distributed these profi ts as dividends to its own members. Cermat, the managing director of Roogi Bhd, seeks your advice on the following matters: (a) whether Roogi Bhd can pay a cash dividend to its members by utilising funds available in its share premium account; (3 marks) (b) whether Roogi Bhd can utilise the profi ts of its subsidiary, Kaya Bhd, to pay dividends to its (Roogi Bhd’s) members; (2 marks) (c) whether, in the event it makes revenue profi ts next year, it may utilise those profi ts to pay dividends for that year without offsetting the revenue losses for the previous years; (2 marks) (d) the legal position under the Companies Act 1965, if it is discovered that Roogi Bhd has paid a cash dividend out of capital. (3 marks) Required: Advise