Answer ALL questions. Each question carries 10 marks. 1. Explain the legal effect of the constitution of a company. 2. Describe the procedure when a company wants to reduce its share capital. 3. Describe the purpose of registration of a charge. 4. Explain the different types of directors as defined by the Companies Act 2016. 5. In relation to Companies Act 2016, discuss whether one man could constitute a valid company meeting. 6. In relation to Companies Act 2016, explain the protection provided to a minority shareholder in preventing oppression. 7. XYZ Sdn Bhd ("XYZ") is a private company limited by shares whose sole object is the manufacture of paper products. The board of directors wishes to expand the business into salmon roe (caviar) farming. Pursuant to this expansion plan, XYZ proposes to purchase 2,000 salmon from SAL Sdn Bhd ("SAL") at a cost of RM 1 million. Mega, a member of XYZ, disagreed to the idea of salmon roe farming. Advise Mega on whether the contract of XYZ to purchase salmon from SAL can be challenged to have the transaction set aside. 8. Yuan is the Managing Director of a private company in Malaysia. His company needs to raise capital by issuing more shares. The company has, therefore, entered into an arrangement with a merchant bank, where the company is to sell its shares to the bank with the intention that the bank will then re-sell the shares to members of the public. Advise Yuan whether this arrangement breaches the Companies Act 2016, and Securities Commission Act 1993. 9. ABC Bhd. was incorporated on 18th May 2016, and is entitled to commence business and carry out its borrowing powers on 15th June 2016. During the company's first board of directors meeting held on 30th June 2016, it was resolved to fix the company's financial year end on 30 June. The first financial year end was on 30 June 2017. Advise the provision under Companies Act 2016 with regard to holding annual general meetings of a public company. 10. Jamie is a director of SUN Bhd ("SUN"). He wishes to obtain a loan from SUN to finance his purchase of a house. Advise SUN whether it is permissible to give the loan to Jamie, and the associated consequences under the Companies Act 2016