Question 1 The Companies Act 2016 has migrated towards the no par value regime like countries such as New Zealand and Australia. Explain the concepts and changes brought by the new regime.

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Introduction

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Question 2(a) IHTAR Sdn. Bhd. is a company specialising in trading of electrical and electronic products. Since 2020, the company's profit has taken for the worst due to the pandemic. In order to overcome this major downturn, the company had no choice but to opt for heavy borrowing. IHTAR Sdn. Bhd. took a loan from Nohope Bank Bhd. for a sum of RM7 Million. This loan was secured by way of a debenture on a floating charge over all the company's assets and undertakings. The document of the floating charge contained a 'negative pledge clause'. This loan was given in August 2020. In December 2020, the company obtained another loan from Confirm Dead Bank Bhd. An amount of RM2 Million was granted to the company which was secured by a fixed charge on the company's only factory in Tanjung Rambutan. In January 2021, the company was desperate of more funds to sustain itself and further borrowed another RM2.6 million from Total Collapse Bank Bhd. This loan was secured by a debenture on a floating charge over all of its assets and undertakings. One of the conditions attached to this charge was, it ranks in priority over all other floating charges created by the company. One month ago, a winding up order was made against IHTAR Sdn. Bhd. and a liquidator was appointed accordingly. Required: Critically explain the order of priority between the charges involved and support your answer with reasons, statutory provisions and relevant case law(s).

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Application - Compare 2 floating charges, Compare the fixed charges & first floating charges, Compare the fixed charges & second floating charges, State the order priority and reason

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Question 2(b) Mask, Vaccina and Sanitiza are the directors and shareholders of Disaster Bhd. (hereinafter known as the company). Socid is employed as the company secretary. Mask wants to sell all his shares in the company and vacate his office as a director. Vaccina is interested to purchase the shares of Mask but lack the funds to do so. Required: (Answer in Issue, Law, Application, Conclusion) (a) Explain whether the company is allowed under the Companies Act 2016 to give a loan to Vaccina to enable her to purchase the shares of Mask. (b) Explain whether Vaccina can obtain a loan from a bank to purchase the shares of Mask, with the company providing security for the loan in the form of a charge over its property. (c) Explain whether the company is allowed under the Companies Act 2016 to give a loan to Socid to enable him to buy the shares of Mask.