PARTA 1. Can a minor partner be liable for a contract made on behalf of a firm with a third party? Illustrate your answer with relevant authorities. (5 marks) 2. State the circumstances of which a person is deemed not to be a partner although he shared the profits of the firm. (5 marks) 3. State the legal qualifications of a company auditor as provided in the Companies Act 2016. (5 marks) 4. What is a related company? State the requirements for a company to be related to one another as provided in the Companies Act 2016, (5 marks) PART B QUESTION 1 Donny and Mary decided to incorporate an entertainment and production company to be named Wayang Hebat Sdn Bhd. They submitted relevant documents to the Companies Commission on 19 March 2020 and a notice of registration was issued immediately on the next day. Upon incorporation, all their belongings were sold to the company and they gained substantial profit of RM100,000. A disclosure of profits worth RM50,000 was made to the board of directors and was later ratified. On the 15 February 2020, Donny entered into a contract with Merdeka Studio for the making of a TV drama. The contract amongst others required Merdeka Studio to create a TV drama for Wayang Hebat Sdn Bhd who shall later pay a sum of RM50,000 to the former once the TV drama is completed and aired by any television networks. Upon receiving the TV drama on 1 April 2020, Wayang Hebat Sdn Bhd sold it to a well-known television station and was aired twice since then. To date, Merdeka Studio has yet to receive any payment from Wayang Hebat Sdn Bhd. When asked for the payment, Wayang Hebat Sdn Bhd refused to be bound by the contract on the grounds that no approval was given to Donny to enter into such a contract on the company's behalf Based on the above given situations, advise Wayang Hebat Sdn Bhd on the following matters: a) The sale by Donny and Mary of their belongings to Wayang Hebat Sdn Bhd b) The contract with Merdeka Studio. (20 marks) QUESTION 2 Ali, Chong and Muthu are directors of Teguhbina Bhd., a hardware supplier company. Recently, Teguhbina Bhd discovered the following facts about its directors; a) Ali, on the company's behalf was sent to negotiate a contract of supplying hardware for a housing project to be constructed by Mulia Development Bhd. During the negotiation, Ali was informed by Mulia Development Bhd that it was not interested at the moment to give a contract to Teguhbina Bhd but instead has offered a contract of supplying hardware in a small quantity to Ali personally. Ali accepted the offer and immediately formed a company of his own for that purpose. Subsequently, Ali resigned from Teguhbina Bhd and thereafter made profits from the contract. b) Teguhbina Bhd purchased a land above market price without knowing the fact that the land belongs to Chong's wife. c) Muthu, an Indian nationality was recently appointed by Teguhbina Bhd to replace Ali who had resigned. Unbeknownst to Teguhbina Bhd, Muthu has been declared a bankrupt after a month of his appointment Advise Teguhbina Bhd of the laws governing the above matters. Support your answer with relevant authorities. (20 marks) END OF QUESTION PAPER PARTA 1. Can a minor partner be liable for a contract made on behalf of a firm with a third party? Illustrate your answer with relevant authorities. (5 marks) 2. State the circumstances of which a person is deemed not to be a partner although he shared the profits of the firm. (5 marks) 3. State the legal qualifications of a company auditor as provided in the Companies Act 2016. (5 marks) 4. What is a related company? State the requirements for a company to be related to one another as provided in the Companies Act 2016, (5 marks) PART B QUESTION 1 Donny and Mary decided to incorporate an entertainment and production company to be named Wayang Hebat Sdn Bhd. They submitted relevant documents to the Companies Commission on 19 March 2020 and a notice of registration was issued immediately on the next day. Upon incorporation, all their belongings were sold to the company and they gained substantial profit of RM100,000. A disclosure of profits worth RM50,000 was made to the board of directors and was later ratified. On the 15 February 2020, Donny entered into a contract with Merdeka Studio for the making of a TV drama. The contract amongst others required Merdeka Studio to create a TV drama for Wayang Hebat Sdn Bhd who shall later pay a sum of RM50,000 to the former once the TV drama is completed and aired by any television networks. Upon receiving the TV drama on 1 April 2020, Wayang Hebat Sdn Bhd sold it to a well-known television station and was aired twice since then. To date, Merdeka Studio has yet to receive any payment from Wayang Hebat Sdn Bhd. When asked for the payment, Wayang Hebat Sdn Bhd refused to be bound by the contract on the grounds that no approval was given to Donny to enter into such a contract on the company's behalf Based on the above given situations, advise Wayang Hebat Sdn Bhd on the following matters: a) The sale by Donny and Mary of their belongings to Wayang Hebat Sdn Bhd b) The contract with Merdeka Studio. (20 marks) QUESTION 2 Ali, Chong and Muthu are directors of Teguhbina Bhd., a hardware supplier company. Recently, Teguhbina Bhd discovered the following facts about its directors; a) Ali, on the company's behalf was sent to negotiate a contract of supplying hardware for a housing project to be constructed by Mulia Development Bhd. During the negotiation, Ali was informed by Mulia Development Bhd that it was not interested at the moment to give a contract to Teguhbina Bhd but instead has offered a contract of supplying hardware in a small quantity to Ali personally. Ali accepted the offer and immediately formed a company of his own for that purpose. Subsequently, Ali resigned from Teguhbina Bhd and thereafter made profits from the contract. b) Teguhbina Bhd purchased a land above market price without knowing the fact that the land belongs to Chong's wife. c) Muthu, an Indian nationality was recently appointed by Teguhbina Bhd to replace Ali who had resigned. Unbeknownst to Teguhbina Bhd, Muthu has been declared a bankrupt after a month of his appointment Advise Teguhbina Bhd of the laws governing the above matters. Support your answer with relevant authorities. (20 marks) END OF QUESTION PAPER