CONFIDENTIAL 4. FACULTY OF LAW The following statements are correct regarding company secretary, EXCEPT: a) Company secretary must be natural person. b) Company secretary must be 18 years old and above. c) Company secretary must be citizen or permanent resident of Malaysia. d) Undischarged bankrupt can be a company secretary. (1 mark) Shares in a company may be issued in different classes of shares. namely: a) Usual share and preference share. b) Ordinary share and favorite share. c) Usual share and favorite share. d) Ordinary share and preference share. (1 mark) The holder of an ordinary shares enjoys the following rights EXCEPT: a) The right to attend. participate and speak at a meeting. b) The right of repayment of capital. c) The right to an equal share in the distribution of the surplus assets of the company. d) The right to an equal share in dividends authorized by the Board. (1 mark) Which of the following statement is NOT true about debenture? a) Debenture is a document which creates a debt or acknowledges it. b) In the event the company is not able to pay the debt, the debenture holder could take possession over the mortgaged assets and sell it to recover the debt. c) Debenture is a document that acknowledges the loan given by a company to its borrower. d) Section 2(1) of the Companies Act 2016 defines debenture to include debenture stock, bonds, sukuk, notes and any other securities of a corporation. (1 mark) Floating charge is... a) A charge created over the specific assets owned by the company. b) A charge created over the shares of the company. c) A charge created over the company's assets. either specic or a class of assets. d) A charge created over the ascertained assets of the company. (1 mark) Section 115 of the Companies Act 2016 suggests two (2) methods of share capital reduction for company limited by shares. The methods are: i. Reduction by court. ii. Reduction by tribunal. iii. Reduction supported by solvency statement. iv. Reduction supported by insolvency statement. 9 Hak Cfpta Unfversitl Teknulugi MARA CONFIDENTIAL FACULTY OF LAW a) i and ii b) i and iii c) ii and iii d) iii and iv (1 mark) 10. gection 132(1) Companies Act 2016 gives authority to authorize the payment of dividends. a) the company secretary. b) the managers. c) the auditors. d) the directors. (1 mark) (Total marks for part A: 40 marks) d) the directors. (1 mark) (Total marks for part A: 40 marks) PART B QUESTION 1 Borhan is a promoter of Healthy Pet Sdn. Bhd. (the company). The company is carrying on the business of processing animal food. The company instructed Borhan to purchase a mixing machine as a preparation of starting the production. Borhan had made a contract with Awesome Machine Sdn Bhd (the seller) on behalf of the company for the purchase of mixing machine. The seller paid RM1000 to Borhan as a commission for his assistance in getting the company's consent with the price of the machine offered by the seller. Borhan did not disclose the commission that he received to the company. Later, the company discovered the profit that Borhan made from the transaction and wanted to sue Borhan for the recovery of the profit from him. Advise both parties. (20 marks) QUESTION 2 Rama is a director in Kerala Sdn.Bhd (the company). The main business of the company is to produce copper steel. The company plan to purchase a land so that they can build houses for their employee to stay. Rama knew about this plan and decided to purchase a piece of land worth RM500,000. He then sells that land with a price of RM750,000 to the company. He also received RM 100,000 bribed from the transaction. Rama did not disclose the actual price and bribed that he received. The company eventually knew about this and decided to take legal action against Rama. Muthu, another director of the company decided to form Mocha Sdn.Bhd. The nature of business of Mocha Sdn Bhd is also to produce copper steel. Muthu also diverted some of the project from the company to Mocha Sdn.Bhd. The company accused that Muthu purposely formed Mocha Sdn Bhd to compete with it and wanted to commence legal action against him. E) Hal: pta Universiti Teknologi MARA CONFIDENTIAL FACULTY OF LAW Advise Kerala Sdn.Bhd whether Rama and Muthu had breached any oftheir duties as director for the company. (20 marks) QUESTION 3 HiTec Furniture Sdn Bhd (the company) is carrying on the business of making furniture. On 1 1 February 2019, the company took up a loan from Nice Bank Berhad (Nice Bank) amounting to RM50,000. As security for the loan, the company created a oating charge over its assets in favour of Nice Bank. However, the charge was not registered under the Companies Act 2016. On 15 February 2021, the company took an overdraft for RM60,000 from Smart Bank Berhad (Smart Bank). The company created a second oating charge over its assets as security for the overdraft. The charge prohibited the company from creating further charges which would rank in priority to Smart Bank's charge. The charge was duly registered. On 20 April 2021, the company opened a new branch in Johor Bahru. The company took a business premises loan from Luxury Bank Berhad (Luxury Bank) for RM300,000 to purchase a business premise for the new branch ofce. A fixed charge was created over all its assets in favour of Luxury Bank to secure the loan and the charge was duly registered. The company suffered losses and unable to proceed with its business activities. Hence the company decided to wind up its business. Advise the above creditors regarding the priority of the above charges. (20 marks) (Total marks for part B: 60 marks) END OF QUESTION PAPER