1.Explain any TWO (2) consequence of company's incorporation.?

2.Under what circumstances is Company X considered to be the subsidiary of Company Y?

3.Explain what you understand by 'lifting the corporate veil' and describe ONE (1) example where the corporate veil will be lifted by the court.?

4.Explain the following type of directors:

a.Shadow director

b.Executive director

c.Independent director

5.Explain any FOUR (4) situations where a person will be disqualified from being a companydirector?

6.Explain any TWO (2) duties that a director owes to the company.

Explain your understanding of the 'business judgement rule' and the conditions that need to be fulfilled to rely on the rule.

Advise the parties of their rights under the company law and Companies Act 2016

Question One - Company's Incorporation

Tan, Tin and Tun incorporated a company called Engage Sdn Bhd in 2017. They are the company only shareholders with Tun holding 51% of the shares while the rest is distributed between Tan and Tin. The company's main business is in printing, specializing in 3D printing. To protect his investment especially considering the many expensive printing equipment that the company owns, Tun decided to take out an insurance over the printing equipment under his name as he is the company biggest shareholder. Several weeks later a fire broke out in the company's building and some of the printing machines were destroyed. Advise Tun whether he is entitled to claim for the losses from his insurance company.

Question Two - Shares

Syarikat Dongibap Sdn Bhd made a profit of RM4 million in the recent financial year. It also raised RM 6 million by way of issuing additional shares. The board of directors decided to pay a total of RM4 million dividends to the shareholders. Jack, one of the shareholders in Syarikat Dongibap wishes to know several things with regard to the dividend payment. Based on the fact given above, explain to Jack whether the payment of dividend was in accordance with the rules of Companies Act 2016.

Question Three - Company's Director

Lizzy has served as a director of Body Image Bhd for over ten years. Body Image Sdn Bhd is in the fashion and beauty business. Recently, Lizzy was asked by one of the company's clients as to whether Body Image Bhd would be interested to undertake a major consulting project. Lizzy would like to offer the contract to Rosa, her sister in law. Lizzy is of the view that Body Image Sdn Bhd would not be interested in the offer. This is because Body Image Sdn Bhd is already finding it difficult to cope with the present demands from clients and the board had in fact rejected many jobs from other companies and individuals. Lizzy wishes to know whether she will be in breach of her duty as a director of the company if she were to pass on the job to Rosa without disclosing it to Body Image Sdn Bhd. Advise Lizzy.