Prepared by:

KAMSIAH KASIM
2011236284
SAIRUNSYAKILA SAIMAN
2011882862
NORISHAH HUSSIN
2011827788
SITI KHADIJAH MOHD SEJAB
2011269914
NUR HANISAH KAMALUDIN
2010130077
AZIERA MASERI
2008427084
Group:
ACB9BLA
Prepared
for:
Puan Juliana Mat Jusoh

Meetings and resolutions

Voting at a general meeting can be carried out either

by
show of hands or by poll. Who can demand a poll vote?
(4 marks)

the chairman

at least 5 members present in person or by proxy

any members present in person or by proxy who hold at

least 10% of the total voting rights of all the members
present at the meeting

any member(s) holding shares not less than 10% of the

total paid up capital

State the ordinary business to be transacted at

an
Annual General Meeting (AGM) of a company.
(4 marks)

The consideration of a/c

Declaration of dividend recommended by director
Re-election of directors
Appointment & fixing of the remuneration of
auditors

What is a special notice and under what circumstances is it required?

(4 marks)

Special notice is a notice to pass a resolution in respect to the section 153

and must be given to the company not less than twenty eight days (28)
before the meeting.

Then company must give notice of the resolution to its members at least
14 days before the meeting.

Section 153 requires special notice to be given in the following

circumstances:
Removal of auditor from office under Section 174 (4)
Removal of director from the office before the expiration of his term of
office under Section 128 (2)
Appointment of a person as director in place of a director removed
under section 128(2)

A company is required to lodge with Companies Commission of

Malaysia (CCM) Form 11 whenever a special resolution is passed.
Describe any four (4) events and the period within which the form
must
be lodged with the CCM.
(4 marks)

changes of name clause - within 14 days after passing special

resolution
after changes of limited liability clause - within 14 days
changes of capital clause- within 14 days after passing special
resolution
after change object clause - within 14 days after the expiration
of 21 days after the passing of the resolution

What is a special resolution?

(4 marks)
A resolution that has the following features:
i.
ii.
iii.
iv.

Notice of meeting of 21 days

Must specify the purposed of meeting
Passed by majority of > 75%
Required to registered in CCM by lodging Form 11(notice of resolution)

The Act requires the passing of special resolution for the matters such as:
Alteration of AoA
Change of company name
Change of status
Change of object
Capital reduction
Winding up

What type of company is required to convene a statutory

meeting?
When would such a meeting be required and for what
purposes?
(4 marks)

A public company, when receives the certificate to

commence business (Form 23), must hold a statutory
meeting not less than one month and not more than three
months after the date the company is entitled to commence
business.

The purpose is to approve and adopt the Statutory Report

(Form 51)
and to inform members of the circumstances relating to the
promotion, formation and flotation of the company and any
development since incorporation.

All resolutions that are to be passed by members in general meetings

shall be anordinary resolution with simple majority unless the
Companies Act 1965 requiresotherwise.
State the situations where a special majority is required for
passing an
ordinary resolution.
(4 marks)

The Act provides that a special majority (three fourth majority of

members) be required to pass the following ordinary resolution:

Appointment of the director of a public company who have attained

the age of 70 - Section 129

Appointment of another auditor to fill the casual vacancy created by

the removal of the company auditors - Section 172

What are the statutory requirements regarding proxies as

stipulated by S149 (1),Companies Act 1965?
(4 marks)
Rules regarding appointment of proxies are:
i.
a proxy shall not be entitled to vote except on a poll;
ii. a member shall not be entitled to appoint a person who is not a
member as his proxy unless that person is an advocate, an approved
company auditor or a person approved by the Registrar in a
particular case;
iii. a member shall not be entitled to appoint more than two proxies to
attend and vote at the same meeting; and
iv. where a member appoints two proxies the appointments shall be
invalid unless he specifies the proportions of his holdings to be
represented by each proxy.

Briefly explain a director's circular resolution.

(4 marks)
Directors circular resolution is a resolution in writing signed by a
majority or all directors present in Malaysia for the time being that
entitled to receive notice of a meeting of the directors.
It is said to be valid and effectual as if it had been passed at a
meeting
of the directors duly convened and held.

Briefly explain four (4) circumstances when one person may

constitute a quorum for a company meeting.
(4 marks)

Creditors Meeting 1 person hold the proxies of others

creditors

Class Meetings if the particular class held by 1 person only

Meeting of Wholly Owned Subsidiary only 1 person

represent the holding

By Statute by court direction

Purported wrongful act of others shareholders

An Annual General Meeting (ACM) is an important platform

for the shareholders and board of directors to discuss
matters pertaining to the company. State and explain the
required provision with regard to the convening of the AGM
as stipulated in the Companies Act 1965.
(4 marks)
Section 143 provides that every company must hold an AGM
once in every calendar year. The first AGM must be held not
later than 18 months from the date of incorporation. Subsequent
AGM must be held not later than 15 months from the date of
preceding AGM.
The Board of Directors is responsible in convening an AGM, and
if fails to do so, the Court may on the application of any member
order the AGM to be called.

Distinguish between extraordinary general meeting and statutory

meeting.

(4 marks)
Extraordinary general meeting (EGM) are general meetings which are
convened to transact special business which are too urgent to wait until
the next AGM. The EGM may be convened in accordance with the Articles
of Association by the directors.

Two or more members holding more than 10% of the companys issued
share capital may call for an AGM.

The requisition must state the purpose of meeting and notice should be
given to all members accordingly.

Statutory meeting is a members general meeting and it is held once in

the entire life of a company incorporated as a public company limited by
shares. The company is required to hold a meeting within 1 to 3 month
after the date of commencement business.

The directors are responsible to convene the statutory meeting, failing

which they will be guilty of an offence. A statutory report (FORM 51)
certified by at least 2 directors must be circulated to all member within 7
days before the date of meeting. The directors shall also lodge the
statutory report with CCM 7 days after the meeting.

Voting at a general meeting can be carried out either by show of

hands or by poll. Who can demand a poll vote?
(4 marks)
Articles provide the manner on how poll should be demanded
by:

the chairman
at least 5 members present in person or by proxy
any members present in person or by proxy holding at least
10% of the total voting rights of all the members present at
the meeting
any members holding shares not less than 10% of the total
paid up capital.

Briefly describe four (4) circumstances when one person may

constitute a quorum for a company meeting?
(4 marks)
Four circumstances when one person may constitute a quorum
for a company meeting:
i.

Creditors meeting
one man meeting by a person holding proxies for others creditors

ii. Class meeting

where all the shares of a particular class are held by one person
only
iii. Meetings of a wholly-owned subsidiary
if the shares of a company are held in total by a holding company

iv. Purported wrongful act of other shareholders

if a quorum is present at the commencement of a meeting but is
subsequently reduced to one

Which type of company is required to convene a

statutory meeting?When is the statutory meeting
required to be held and for what purpose?
(4 marks)
Public company with share capital is required to
convene a statutory meeting within a period of not
less than one month and not more than three months
after the date which it is entitled to commence
business (FORM 23). At the meeting, the members
present may discuss any matter relating to the
formation of the company or arising out of the
statutory report.

Meetings and resolutions

Billion Dollar Man Sdn Bhd was incorporated on 2 May 2005 with the purpose
of importing and exporting dairy products. The company's first Annual General
Meeting was held on 25 July 2006. It was agreed that the subsequent Annual
General Meeting would be held on 25 July each year. The agenda for the
Annual General Meeting includes both ordinary business and special business.
Required:
a)Describe the four (4) ordinary business that would be transacted at
an
Annual General Meeting.
(4 marks)

The consideration of a/c

Declaration of dividend - recommended by director

Re-election of directors

Appointment & fixing of the remuneration of auditors

b)Discuss the duties of a company secretary during an Annual
General
Meeting.
(6 marks)

To ensure that the director are properly seated

To check for a quorum

To read the notice of the meeting when instructed by the Chairman

To note the names of those member asking questions

To assist the Chairman in the counting of votes

If the pulling documentation has been arranged, the secretary will advise
the Chairman that it should be taken immediately.

c)Explain the provision of section 169 and section 143 of the

Companies Act 1965 in relation to tabling audited accounts at
an
Annual General Meeting.
(6 marks)

Table its audited FS at AGM not later than 6 months after the
financial year end
The purpose for which the audited accounts are to be tabled before
AGM is for the shareholders to seek clarification from the board of
directors on any matters pertaining to the audited accounts and not
for the shareholders to approve or adopt the accounts
Where any adjustments proposed in the meeting was not approved,
the audited accounts for the year would not be amended but an
adjustment shall be made in the accounts of the following year
Section 143 require a company to holds its AGM once in a year. the
first AGM is to be held not more than 18 months while subsequent
AGM is to be held not more than 15 months

d)Explain the circumstances where an ordinary resolution

would
require a special majority for the resolution to be passed. (4
marks)

Appointment of a director of a public company who have attained

the age of 70 - Section 129

Appointment of another person to fill the casual vacancy created by

the removal of company's auditor - Section 172

You are the secretary company of Genggaman Berhad, a

company listed on Bursa Malaysia. The company has adopted
30 September as its financial year-end. The last Annual
General Meeting (AGM) of the company was held on 15
November 2007.
The forthcoming AGM will be held on 16 November 2008.
The board of directors has decided that the agenda of the
forthcoming AGM shall include all the ordinary business and
the following:

to increase the authorized share capital of the company from RM10

million to RM15 million, of RM1.00 each.
the declaration of a final dividend of 10 sen per share less income
tax in respect of the year ended 30 September 2008.
the general approval to authorise the directors to issue shares.

Latest date:
21 days before AGM - 25 October 2008 because in order
meeting to be valid, the length of notice to pass

ordinary resolution is 14 days

special resolution is 21 days
resolution coupled with special notice is 28 days.

Since the AGM have agenda that required special resolution

to
be passed the latest date is 25 October 2008

Apr 2009 Q5
The board of directors of BMW Sdn Bhd has instructed you,a
company
secretary to call for an Extraordinary General Meeting to pass a
special
resolution for the proposed acquisition of 30% equity interests
in
Mercedes Sdn Bhd. Upon receiving notice calling for a meeting,
Mr.Habib,
a shareholder has written to you stating that he is unable to
attend the
forthcoming meeting and would ask his friend who is also a
shareholder
in BMW Sdn Bhd to attend and vote on his behalf. However, Mr.
Habib
has a problem in filling the proxy form. Mr. Habib requests some
clarification regarding the appointment of proxies.

According to the rules regarding appointment of proxy,

Proxy shall be a member, or if he is not a member, he shall be an advocates, an approved co. auditor or a person approved by CCM
Member should not appointed more than 2 proxies at the same time. If more than 2 the appointment is invalid
the Articles provides Proxy Form shall be deposited at the registered office not less than 48 hours before the time of meeting. The Proxy
Form require to be in writing under the hand of appointer
Proxy shall be entitled to vote by poll not by show hand

JUNE

09

XYZ BHD may attend by corporate representative.

The corporation may by resolution of its directors

authorize such person to act as its representative

Corporate presentative must have a certificate under

seal of XYZ
Bhd.

Roslina Ahmad and her husband Razlan Abdullah were the

only directors and shareholders of a small private company
in the music industry. Razlan recently lost his wife in a fatal
accident. The company adopts the Fourth Schedule of the
Companies Act 1965. Razlan seeks your advice as the
company secretary to pass the necessary resolutions, as
his company has been awarded a contract by Sonia
Malaysia to record a music album of Siti Wan Kebaya and
he is keen to accept it.
Required:
Advise Razlan on the following:

a) Why and how should Razlan appoint another Director?

(4 marks)
The director shall become vacant in following circumstances which is state if only have one director,
shareholder can request to appoint a new director.
In this case, Roslina Ahmad die and Razlan want to appoint another director.
So he must lodge FORM 48A with CCM within one month from the date of
his/her appointment together with FORM49 and the Register of Directors,
Managers, and Sectaries updated accordingly.
Any subsequent appointment usually appointed by the director themselves
for finding of casual vacancy or as an additional director and will hold office
untill the next AGM where they shall be eligible for re-election.
b) Whether a Board of Directors' resolution can be validly passed without
holding a meeting.
(4 marks)

No, it required simple majority votes, therefore BOD resolution must hold
meeting.

c) Whether a Board of Directors' meeting can be held when the directors

are at different locations.
(4 marks)

Yes, Board of Directors meeting can be held when the directors are at different locations.

Section 145A states that a company may hold a meeting of its members within Malaysia or more
than one venue using any technology that allows all members reasonable opportunity to
participate

d) Four (4) circumstances in which one person may constitute a valid

quorum for a meeting. Clearly explain each of those
circumstances.
(8 marks)
Creditors Meeting
By virtue in case of R v. Cogdon,Exparte Hasker, it was held that a
one man meeting by a person holding proxies for others is
considered to be valid. The rationale was that since the statute
allowed the appointment of proxies, and that shareholders could
instruct the proxy holder to vote in any ways as he may direct, the
law should regard it as if two persons were present even thought
only one person was physically present.

Class meeting
Where all the shares of a particular class are held by one person,
that person can constitute a meeting of that class of members. In
this case, if a single person held all the issued shares of a
particular class, no other person will be affected by this persons
course of conduct.

By statute (Section 150)

If for any reason it is impracticable to call a meeting in any
manner in which meetings are called under the Articles or
under the Act, the court may order a meeting to be called,
held and conducted in any manner as the court thinks fit
and may give a direction that one member present in
person or by proxy is deemed to constitute a meeting.

Purported wrongful act of other shareholders

If a quorum is present at the commencement of a meeting
but is subsequently reduced to one, there will still be a valid
meeting if the situation is brought about by a wrongful act.

Cempaka Deco Berhad is a company listed on the Bursa Malaysia.

The company has adopted 31 December as its financial year end.
At present, the board comprises eight directors, namely AN,
Bala,Carol, Daud, Edd, Faiz, George and Harun.
Edd and Faiz were first appointed in the year 2002 and last reelected as directors of the company at the Annual General
Meeting (AGM) held in 2006. Faiz will be turning 70 years old
on 20 July 2009. Both George and Harun were respectively
appointed directors of the company in the year 2003 and were
last re- elected directors of the company at the AGM held in the
year 2007.
AH is the Chairman of the company and was appointed as an
independent director in the year 2002 at the first board of
directors meeting. He will celebrate his 75th birthday in the year
2009. The company's last AGM was held on 10 May 2008. Bala
and Carol were re-elected as director of the company at that
AGM. After the 2008 AGM, Daud was appointed as independent
director of a company.

Under Section 143 that every company must hold an Annual

General Meeting once in calendar year.

For subsequent Annual General Meeting not later than 15

month from the date of precede Annual General Meeting. For
Cempaka Deco Berhad the last Annual General Meeting was
held on 10 May 2008, 15 Month from this date is on 10 August
2009.
However, Cempaka Deco Berhad financial year end fall on
December each year and they has to table their financial
statement at the Annual General Meeting prior submission to
CCM. Financial Statement should be submitted to CCM within 6
month from the year end.
Therefore the last acceptable date to convene AGM is 30 June
2009

Daud will be the director for reappointment at the Annual General Meeting in
2009.

There is no provision in the Act on retirement by rotation and thus it is not a

statutory requirement. Usually the Articles of the company contain provisions
relating to retirement by rotation for the purpose of giving the shareholders an
opportunity to review the director performance and if necessary to replace
them. However for listed corporation, it is mandated by the Listing
Requirement that directors must retire by rotation at least once every three (3)
years.

At the first AGM of the company all director shall retire from office and every
subsequent AGM thereafter, one third of the directors for the time being, or if
their number not three or a multiple of three, then the number nearest to one
third shall retire from office. The article usually provided that a retiring director
shall be eligible for re-election. The directors to retire in every year shall be
those who have been longest in office since their last election, but as between
those who become directors on the same day, those to retire shall (unless
otherwise agree among themselves) be determined by lot.

Based on the above scenario, all the directors in Cempaka Deco Berhad
already completed their retirement of rotation at least once since the first AGM
except Daud.

Please refer excel document for reference.

Section 128 gives the members of a public company the ultimate

power of control over the directors. The members of a public company
can remove a director by giving special notice to the company to
remove him.

Director Removal under S128

Member shall submit special notice to the company not less than 28 days before a
meeting at which the resolution is to be moved
The company upon receipt of any resolution coupled with special notice is required to
give its members notice of said resolution.
The company must also send a copy of the special notice to the director concerned.
The director mentioned is entitled to make representations in writing to the company
and request that the member of the company be notified accordingly.
This may either be stated in the notice convening the meeting or a copy of
representations be sent to every member of the company to whom the notice of
meeting is sent.
If the resolution is carried out in the meeting the director is removed from the Board.

Mr. Abu has recently incorporated a public company named SSD Bhd with
himself, Mr. Woo and Mrs. Woo as the first subscribers and directors. You are the
first secretary of the company. Immediately after getting the Certificate to
Commence Business (Form 23) you are required to convene a board meeting to
deal with certain formalities to commence business. Prior to the first board of
directors' meeting, the company had convened the statutory meeting held on
14 December 2009.
(3 marks)
Required:
a) State any six (6) of the agenda items appropriate for the first board meeting
of SSD Bhd:

To
To
To
To
To
To
To
To

adopt the Certificate of Incorporation and the M&As

adopt the Companys common seal
appoint the Chairman of the Board
rectify the appointment of the first two directors
appoint the Company Secretary
fix the situation of the registered office
appoint the company external auditor
appoint managing director

1)

Procedure to incorporate public company

Name search
a) File Form 13A - Availability of name search
b) Pay RM30 per name for searching fees
c) One approved, the name will reserved for 3 months

2) Prepare Pre-incorporation document.

Pre-incorporation document consist of
Memorandum and article of association
Form 48A - Statutory declaration by a person before
appointment as director. at least by 2 person
Form 48F - Statutory declaration by a person before
appointment as secretary
Form 6 - Statutory declaration of compliance
The above document should submit together with
Letter of approval of name
Bank draft for incorporation fess according to the authorised
capital

3. Once satisfied CCM will issued form 8 - Certificate of Incorporation

for public company. However, the company cannot commence the
business until they get Form 23 which is Certificate to
commencement business. In order to get Form 23 they have to
submit

Post incorporation document consist of;

Form 24 -Return on allotment of share

Form 44 - Notice of situation of registered office
Form 49 - Particulars of directors, managers and secretaries

A statement in lieu of prospectus either Form 18 (Statutory declaration of

compliance by company that has not issued prospectus) or Form 22
((Statutory declaration of compliance by company that has issued
prospectus)

Statutory declaration that the director has paid their shares either Form 46
(Undertaking by director to take and pay for qualification shares) or form 47
(Statutory declaration by director of registration of qualification shares)

4. If CCM satisfied they will issue Form 23 (Certificate to

commencement business)
5. Within 1 to 3 month after received form 23, the company need to
conduct Statutory meeting

Section 142 of the Act state that a public company with a share
capital is required to hold a statutory meeting within a period
of not less than 1 month and not more than 3 month after the
date at which it entitled to commence business (FORM 23).The
statutory meeting is a member general meeting and it is held
once in the entire life of a company incorporated as a public
company limited by shares.

The purpose is to approve and adopt the Statutory Report

(Form 51) and to inform members of the circumstances relating
to the promotion, formation and flotation of the company and
any development since incorporation.

The board of directors of MZ Engineering Sdn Bhd has decided to

increase the authorized share capital of the company from
RM1,000,000 ordinary shares of RM1.00 each to RM5,000,000
ordinary shares of RM1.00 each by creating an additional
4,000,000 ordinary shares of RM1.00 each. These shares will have
the same rights and privileges as the current ordinary shares. Since
MZ Engineering Sdn Bhd has only six shareholders, the board of
directors decided to seek members' approval via members' circular
resolution as provided by Section 152A instead of convening an
Extraordinary General Meeting. The company's Articles of
Association requires that the company pass an ordinary
resolution to increase its share capital.

The question
request to alter the
capital clause by
increase the
authorized capital

INCREASE ITS SHARE CAPITAL - ORDINARY SHARE

The board of directors has decided to increase the authorized share capital
of the company from RM1,000,000 ordinary shares of RM1.00 each to
RM5,000,000 ordinary shares of RM1.00 each by creating an additional
4,000,000 ordinary shares of RM1.00 each. These shares will have the
same rights and privileges as the current ordinary shares

It is usual for the allottee to sign an agreement to take up the

shares alloted at the agreed valuation
BOD to approve the share allotment and agreement either through
board meeting or by circular resolution
If approval of shareholder in general meeting is required for
directors to allot shares under Sec 132D, then the Board needs to
authorised the secretary to convene an EGM to approve the
allotment of share
Notify allottee of approval to allot shares, prepare share certificate
and send the share certificate to allottee. Update the register of
members
Secretary submit form 24, Form 11 (if necessary) and Agreement
or Form 25 (if the shares are issued without a written agreement
to indicate the willingness of the allottee to take up the share at
said value) to CCM within 30 days of the date of the resolution or
allotment

A public company may raise finance from the public at large by

issuing securities in the form of shares or debentures. Generally,
an issue of shares to the public may take one of several forms:

Public issue - a direct allotment where the share are issued and
allotted directly to members of the public who have subscribed for
the shares.

Offer for sales there are two scenarios;

where a private company seeks to go public, a portion of the
shares held by the existing shareholders may be offered for
purchased by members of the publics;
a company allots or place shares to an issuing house which then
will offer them for sale to the public

Right issue is an offer (in the contractual sense) to the existing

members of a corporation of new shares for subscription.

The board of directors of KL Land Berhad, a property company, has

decided to hold its 10th Annual General Meeting (AGM) on 20
December 2009. Besides the ordinary businesses, the agenda will
include two special businesses;
(i)

to change the name of the company to Suria Alam Berhad;

and
(ii) to alter its objects clause to permit it to carry on business as
hoteliers.
A number of members have written to the company indicating their
displeasure on these proposed changes and they would like to
demand a poll vote to object the amendments. Puan Aminah, who
has recently been appointed as Chairman
of the board of directors, will be chairing this forthcoming AGM. She
seeks your advice on the following:

a) Explain the requisites of a valid meeting.

marks)

(9

Meeting may be defined as an assembly of two or more people for

Lawful purposes. A meeting has the following characteristics:

In order for meeting to be valid, the following conditions must be met:

It must be properly convened

It must properly constituted

EXPLAIN (notice and agenda & convening activity)

EXPLAIN (quorum and proxies)

It must properly conducted

EXPLAIN (chairman, voting & adjournment)

The proceeding of meeting must be properly recorded and kept in a

minute book.

Voting by poll
In a case of a company having a share capital means a member shall have
one vote for
every shares
(Section 147(1)). Votes are given
proportionately to the number of
shares held. By poll, a member
may utilize his full voting power and for this reason, the right to demand a
poll is extremely important.
The articles provide the manner on how poll should be demanded (i.e.
before or on the declaration of the result of show of hands) by either:
a)
b)
c)

d)

The chairman
At least 5 members present in person or by proxy (section 146(1)(b))
Any members present in person or by proxy holding at least 10% of
the total voting right of all the members present at the meeting
(Section 145(1)(b)(ii); or
Any members holding shares not less than 10% of the total paid up
capital (Section
145(1)(b)(iii))

State the business to be transacted and the type of resolution required for
approving both the ordinary and special business in the AGM of KL Land
Berhad.
(6
marks)

Ordinary Resolution
1.
2.
3.
4.

The consideration of a/c

Declaration of dividend recommended by director
Re-election of directors
Appointment & Fixing of the remuneration of auditors

Special Resolution
1.
2.

to change the name of the company to Suria Alam

Berhad; and
to alter its objects clause to permit it to carry on business
as hoteliers

Garment Textile Bhd is a well-known textile manufacturer specialized in producing

garments and blankets for medical centres. The board of directors of the company
agreed that the 20th Extraordinary General Meeting (EGM) will be held on 5 May
2011 at
Sepang Gold Coast Resort to pass special resolutions by the shareholders to further
strengthen the business activities of the company. The board of directors has
proposed
the following resolutions:
i.
ii.
iii.

To change the company's name to Multi Textile Berhad.

To add the object sub-clause in line with textile manufacturing company to
manufacture school and academic institution uniforms,
To remove Encik Boo Hong Too as an executive director of the company.

Required:
Draft the notice for 20th Extraordinary General Meeting of the company.
(7 marks)

Dr. Zulaikha and Dr. Hafizul, the previous partners of a specialist clinic, recently
incorporated Puncak Alam Medical Centre Sdn Bhd. The registered office of the
company is situated at Bandar Puncak Alam. Both of them are appointed as the
first two directors of the company. The agenda of the first board of directors'
meeting scheduled on 5 January 2012 includes the appointment of additional
directors as board members. They also wish to appoint a financial consultant,
Encik Haziq as the company's managing director who will be responsible in
managing the operations of the company. Dr. Zulaikha seeks your advice on
the following matters:
Required:
a) Describe the procedure for the appointment of the first director, in accordance
with section 122 of the Companies Act 1965.
(6 marks)

In accordance with section 122 of the Companies Act 1965, every

company must have at least two directors, who each has his
principal or only place of residence within Malaysia.The director
must be natural person of full age (at least 18 years old) and the first
two directors must be named in the Memorandum and Articles of
Association of the company.

He must be someone who has not disqualified from being director

and directors deemed to be appointed and will hold office until the
first AGM.

A person can be appointed as a director if he is nominated before

general meeting (14 days before). The directors must give his
consent to act and dully executed Form 48A (Statutory declaration
by a person before appointment as director). The form must be
verified by the commissioner for oath. Form 49 (Return giving
particulars in registers of directors, managers and secretaries) must
be submitted to CCM within one month after receiving certificate of
incorporation and update the registers of directors, manager and
secretaries.

The appointment of Managing Director (MD) is usually

provided in the Articles of Association and the board is
given the power to appoint a MD. The articles must first be
altered if there is no such provision in the articles,
otherwise no appointment of MD can be made.

The directors will decide on the terms and condition (in

articles) of the appointment and the MD will sign a contract
of service. The MD shall not be subject to retirement by
rotation and the appointment shall be terminated if he
ceases to be a director when the contract expires. The
company can terminate his services even though his term
has not yet expired.

1.

Meetings Should allocate time and effort to attend to

meetings and to know what is required of the board and each
of its directors, and to discharge those functions.

2. Properly managed and controlled Should ensure at all times

that the company is properly managed and effectively
controlled.
3. Powers Should at all times exercise his powers for the
purposes they were advised, for the benefit and prosperity of
the company.
4. Contractual interests Should disclose immediately all
contractual interests whether directly or indirectly with the
company.

The board of directors of Permata Zamrud Sdn Bhd has agreed that the 10th Annual
General Meeting (AGM) of the company will be held on Thursday, 5 January 2013 at
10.00 am at the Conference Room 1, Putra Palace Hotel in Johor Bahru, Johor. The
AGM is to be held for the purpose of transacting the ordinary business of the company.
En. Zamarul, a newly appointed Chairman of the Board, will be chairing this forthcoming
AGM. He does not understand the requisites of a valid general meeting. He seeks your
clarification on how to properly convene a general meeting. As a company secretary, you
are required to:
a) Explain in detail the pre-requisites of properly convening a general meeting.
(8 marks)
For a meeting to be properly convened, the following rules must be complied with:
i.

Notice and Agenda

i.
Notice must be written and must be fair and reasonable
b) Notice for GM must contain the following information:

Name of the company

Type of meeting
Date, day and time of meeting
Place of meeting

Agenda indicating the nature of any special business to be transacted

and indicating whether resolutions are ordinary resolution, special
resolution, or resolution required special notice
Date of notice
Signature and name of convenor
Notes on the appointment of proxies (for General Meeting)

ii) Notice to be circulated

Notice of GM must be given to:
Every member having right to attend and vote at such meeting
Every person entitled to a share in consequence of the death or bankruptcy
of a member.
The auditor for the time being of the company
iii) Length of notice

If Article are silent, notice period is computed based on clear days day
between services notice and day of meeting.
General Meeting passing an ordinary resolution 14 days
Class Meeting 14 days
General Meeting passing special resolution 21 days
Annual General Meeting 21 days

 Deemed valid if notice shorter period :

Annual General Meeting all members have right to attend and vote agree

Other meeting majority number of member who hold 95%

iv) Objects of meeting
In case of meeting request by members objective of meeting must be
deposited in registered office

Resolution purpose requisitioned in writing by members representing not less than

1/20 of the voting power or not less than 100 members.

vi) Time of meeting subject of notice properly issued any time

vii) Place of meeting S145A

viii)

Hold all the meeting within Malaysia

Hold a meeting within Malaysia at more than 1 venue Technology allowed
members to participate.

The Convening Authority

BOD
Any director may whenever he thinks fits to convene EGM
Any director may summon a meeting of directors

Beyonce Berhad had convened its Annual General Meeting (AGM) on 27 July
2012. As
the Company Secretary, you are advise the Chairman of the AGM on the validity of
the
following situations (support your answer with reasons):
A member highlighted that the notice for the AGM was dated 1 July 2012. He
complained
that he only received the notice on 10 July 2012 and so he claimed that there was
insufficient notice and that meeting was not valid.
(4 marks)

Beyonce Bhd is a public company, a notice of call for meeting at least 21 days
is required. Based on this case, notice of the meeting was dated 1 July 2012
and AGM has convene at 27 July 2012 which is exceed 21 days.

There is only a member received the notice on 10 July 2012 and he claimed
that there was insufficient notice and the meeting was not valid. Basicallly,
notice must be in writing and must be fair and reasonable. According to this
case, notice is properly convene, therefore the notice is sufficient and the
meeting is valid.

b. A member, Shah Jahan had called the Chairman one day before
the AGM saying that he was unable to attend the AGM and would
send his wife, Mumtaz, to attend and vote on his behalf. However,
he did not submit a Proxy Form for the appointment of his wife as
his proxy.
(4
marks)

According to the rules regarding appointment of proxy, the Articles

provides Proxy Form shall be deposited at the registered office not
less than 48 hours before the time of meeting. The Proxy Form
require to be in writing under the hand of appointer.

Based on this case, one day before AGM, Shah Jahan send his wife
Mumtaz to attend as proxy and vote on his behalf. However, he
did not submit a Proxy Form for the appointment of his wife as his
proxy. Therefore, the proxy cannot be appointed on behalf of
director and attendance of director is uncounted.

When the Chairman declared the result of the vote by a show of hands on the
ordinary resolution to re-elect the retiring directors which was passed with a
majority votes of 60%, a member, Jimmy Lim who voted against the
resolution,
stood up and said, I object the results. Since I am holding 51% of the shares
in
the company, my vote alone should outvote all the others.
(4 marks)

All resolutions to be passed by members in general meetings shall be

ordinary resolution unless the Act requires otherwise. An ordinary
resolution is passed by a simple majority of those present and voting.
Vote by hand will be nullified once vote by poll was demanded by

Chairman
At least 5 members present in a person or by proxy
Any members who hold more than 10% of total paid up capital

Based on this case, Jimmy hold 51% of the shares in the company which
make him entitled to demand for vote by poll.
his object is valid.

d) When the Chairman proposed to re-appoint Azman & Co. to be the

companys auditor for the ensuing year, Linda, a member,
objected saying that she did not trust Azman & Co. and proposed
to appoint Raja & Co, to be the companys auditor for the ensuing
year. Linda did not give any prior notice to the company before
the AGM to change the auditor.
(4
marks)

Section 153 (CA) requires special notice to the following

circumstances which are removal of auditor from office, removal of
director from the office before the expiration of his term of office
and appointment of a person as director in place of a director
removed. The special notice to pass a resolution in respect of the
above matters must be given to the company by the member not
less than 28 days before the meeting at which it is to be moved.

According to Beyonce Berhad, Linda as member did not give any

prior notice to the company before the AGM to change the auditor
and therefore, her object to this matter is invalid.

Section 169 requires the company to declared the dividend in AGM for
approval from shareholder.
However the power to declare the rate and the entitlement date in the
hand of director.
Members only can vote to approve or reject the dividend but can not
alter the rate of dividend
According to this case, a member objected saying that the dividend of
RM 0.50 was too small and proposed that the company should declare
a final dividend of RM1 per share. Therefore, his objected towards
dividend is invalid for that financial year.