1. ADM 609 :
JANUARY 2013 PART A
1. Explain limited and unlimited company.(4 marks)
a. Limited liability of its members
b. Limited by shares : liability of the members depend on the unpaid shares.
c. Limited by guarantee : Liability of members depend on the amount of members
agree to guarantee to contribute on the asset of the company
d. Unlimited company : no limit on liability of members
2. Form 22 – if the company issue prospecteous / Fomr 18 & Statement in view of
prospecteous if do not issue
a. Fees of RM 350 for approval to commence business
3. Minutes is a written report transacted at the previous meeting. Section 156 (a) & (b) / as
refers to the provision of company act.
a. Maintain 2 minutes books
i. Shareholder meeting
ii. Directors meeting
b. Minutes must be enter into a minutes book within 14 days after date of meeting
c. Minutes must be signed by chairman
4. LISTED COMPANY – Company Secretary Duties
a. Need to make announcement to Bursa Malaysia after the resolution
b. Doc need to be lodge – within 14 days to CCM:
i. Form 11 :
ii. Form 28 : increase share capital
iii. Fees : based on the share capital
5. Procedure of removing company secretary
a. Passed resolution to remove company secretary.
b. Passed resolution to apoint new company secretary
c. Fill the Form 48F keep at registered office
d. Lodge form 49 by adding the name of the new company secretary and lodge to
ccm within 1 month of the appointment.
e. Update register of manager/director/secretary.
6. Defined notice : notice form of medium of communication to summon any person
entitled to vote at the meeting.
a. Shorter notice (effect):
i. AGM - ALL person entitled to vote and present must agree on the shorter
notice.
ii. Other meeting – 95% of total nominal value must agree to the shorter
notice.

2. 7. Define share qualification : number of shares need to be hold by directors before his/her
appointment.
a. Refer to Section 124 CA 1965: Each directors must within 2 months obtain the
share qualification after his/her appointment.
8. Refer to article 46 : ordinary business as follows
a. Consider to account balance sheet/ reports on directors and auditors.
b. Elections of directors for those who retiring
c. Appointment & fixing the remuneration of the auditors
9. Motions & formal motions.
a. Motions is a proposal put forward for discussion at the meeting
b. Formal motion: aka procedural motions. Concern about procedure of the
meeting which not the actual business stated in the notice. –xda dalam notice
tapi dia procedural- ex: adjournment of a meeting.
c. Amendment motion can be amended : ex: to fired director but due to many
disagreement by the members, the motion is amended’
d. Formal motion: cannot be amended.
e. Motion in the scope of notice, formal motion notin the scope of notice.
f. Form of procedural motion: must not be in negative form. Formal motion may
construct in negative form. “Not”.
10. How to revoke proxy
a. Appointer present at the meeting
b. Appointer appoint another person as proxy
c. Notice of revocation of proxy
d. Death and insanity of appointer
e. Transfer of shares
f. Appointer inform chairman verbally to revoke proxy before meeting
PART B
QUESTION 1:
The Secretary of ChocoLand Sdn. Bhd., Mrs Sarah, had issued a notice of an extraordinary
general meeting of the company without the authority of the board of directors. The purpose
of the meeting was to pass a resolution to increase the authorised share capital of the
company. The notice calling for the meeting was drafted and sent to the members 14 days
before the meeting.
The shareholders who were present on the day of the meeting were Ali, Kumar, Mazlan and

3. Lee Swee, a proxy of Ahmad. At the meeting, Hasri was supposed to chair the meeting but
did not arrive after 30 minutes of waiting. The members then decided to appoint Mazlan as
the chairman.
At the time of the discussion of the issue, Ali and Kumar had left the meeting and only Lee
Swee and Mazlan remained. Mrs. Sarrah reminded the chairman of the lack of quorum.
However, the chairman ignored Mrs. Sarrah, and proceeded to take a vote on the motion, by
show of hands. Lee Swee voted against the motion while Mazlan voted in its favour. The
chairman then purported to use his casting vote in favour of the motion and declared that the
resolution was carried.
Discuss the validity of the meeting.
1. Issue 1: Whether the meeting without proper convening body valid or not
a. General rule: meeting must properly convened.
i. Convened the meeting can be done by
1. Directors
2. Shareholder
3. Court
ii. the case: Company secretary convened the meeting.
iii. conclusion: meeting not valid. The meeting must be convened by a
proper convening body. Relate with the case. However if the meeting is
ratified by proper convening body ( board/members), it is valid. Hooper
vs. Kevr.
2. when the periods of notice suffiecient or not]
a. general rule: period of notice must be sufficient either 14/21 days. Ordinary
resolution : 14 days. Special resolution : 21 days.
b. Case: to arise share capital
c. Article 40 and Section 60.
d. If the company want to author/arise share capital: ordinary resolution
e. Therefore the period of notice is sufficient and valid.
3. Whether Quorum
a. Gen. Rule: Quorum must be at least 2.
b. As refer to the case. 4 members present include 1 as proxy. Thus, the quorum is
mastered.
4. Appointment of Mazlan as chairman valid or not.
a. Chairman is a person precide in the meeting

4. i. chairman’s appointment : article 49 – there is no chairman/chairman did
not present within 15 minutes from the time supposed to hold the
meeting, the members shall appoint any members to be a chairman.
l Case: 30 minutes late. Appointment of mazlan is valid.
5. Whether the meeting is failed to maintain the quorum
a. Quorum must be at least 2.
b. Even A B left meeting, quorum is still at least 2.
6. Whether chairman can use casting vote
a. Article 53 : casting vote
b. The resolution is valid – chairman has right to use casting vote.
7. If public company: 21 days notice.
QUESTION 3
You are the company secretary of HighTech Berhad, a company listed on Bursa Malaysia.
Recently, at a board meeting, the directors have decided to hold the Extraordinary General
Meeting (EGM) of the company to propose to their shareholders to alter articles and to
remove Messrs Auditors & Co. as auditors of the company. The board has decided to hold
the EGM in Singapore as an incentive to shareholders to attend the meeting.
After the board meeting, Encik Ahmad, a newly appointed director seeks your advice on the
following matters:
the procedure involved in the alteration of articles;
(11 marks)
the requirement in Section 153 pertaining to removal of auditors of the company and any
other resolutions in which such section is also applicable; and
(5 marks)
the validity of the meeting if it is held in Singapore.
(4 marks)
1. valid or not
a. valid but may get penalty from CCM for breach of requirement.