CRG 530PAST YEAR QUESTION SOLUTION

OCT 2009

3. Before a person is appointed as a director of a company, he must make astatutory declaration and lodge it with the Companies Commission ofMalaysia (CCM) State the required Form and the declaration to be made bythe director.

1) Required Form 48A2) The declaration to be made by the director :-Statutory Declaration by a person before appointment as director or by a promoter before Incorporation of the company At least 2 promoter as 1st directorsDeclaration :- - He is not undischarged bankrupt- He consent to act as a director of the company- He has not convicted with the following offence :-i. Connection with the promotion, formation or mgt of the co.ii. Involve in fraud or dishonestyiii. Has been imprisonment within the period of 5 yearsiv .Offence under sec 132,132A and 303 of CA, within a period of 5 years

APR 2009

QUESTION 3a) Her choice of the company's name pursuant to Section 22(1) and Section341(1) of the Companies Act 1965.Pursuant to Section 22(1) and Section 341(1) of the Companies Act, the minister has directed the CCM not to accept the following names for registration as the name of any company or a foreign company unless prior approval of the Minister is obtained.Name suggestion connection with a member of the royal family or royal patronage including names containing such words as "royal", "king", "queen", "prince","princess","crown","regent","imperial"Name suggesting connection with a state or federal government department,statutory body, authority or government agency or any municipality or other local authority including names containing such words as "Federal", "state","National"Name suggesting connection with any Asean, Commonwealth, or foreign government or with the United Nation or with any other international organization or cartel including names containing such words as "ASEAN", "UNESCO", "NATO", "EEC", "OPAC"Names suggesting connection with any political party,society, trade union, co-operative society or building society.Names including the following words or any words of like "import" "bank", "banker" , "Banking", "Bumiputra" , "bureau", "chamber of commerce and industry"Names including a registered trade mark, unless the consent of the owner of the trade mark is produced to the registrar of companiesName that are misleading as to the identity, nature, objects or purpose of a company or in any other mannerNames that are blasphemous or likely to be offensive to members of the publicNames that similar to existing company

Name searchFile Form 13A - Availability of name search Pay RM30 per name for searching fees One approved, the name will reserved for 3 months Prepare Pre-incorporation document. Pre-incorporation document consist ofMemorandum and article of association Form 48A - Statutory declaration by a person before appointment as director. at least by 2 person Form 48F - Statutory declaration by a person before appointment as secretary Form 6 - Statutory declaration of compliance The above document should submit together withletter of approval of name Bank draft for incorporation fess according to the authorized capital Once satisfied CCM will issued form 9 - Certificate of Incorporation for private company. Since this is a private company, it may commence business and exercise borrowing power immediately upon the issuance of the Certificate of IncorporationWithin 1 month file Post incorporation document with CCM. Post incorporation document consist of;Form 24 - Return on allotment of share Form 44 - Notice of situation of registered office Form 49 - Particulars of directors, managers and secretaries Conduct first Board Meetingb) PROCEDURE FOR INCORPORATION

OCT 2010

3. State all the statutory books that are required to be maintained by a company in pursuant to the requirements of Companies Act 1965.

register of membersregister of directors, secretaries, managers and auditorsregister of debenture holdersregister of director shareholdings, debenture and interestregister of substantial shareholderregister of chargesminutes bookbooks of account

QUESTION 2a) State any six [6] of the agenda items appropriate for the first board meeting of SSD Bhd.To adopt the Certificate of Incorporation and the Memorandum and Articles of Association.To adopt the Companys common sealTo appoint the Chairman of the BoardTo rectify the appointment of the first two directors To appoint the Company SecretaryTo fix the situation of the registered office.

b) Describe the procedures to incorporate a public limited company.Name searchFile Form 13A - Availability of name search Pay RM30 per name for searching fees One approved, the name will reserved for 3 months Prepare Pre-incorporation document. Pre-incorporation document consist ofMemorandum and article of association Form 48A - Statutory declaration by a person before appointment as director. at least by 2 person Form 48F - Statutory declaration by a person before appointment as secretary Form 6 - Statutory declaration of compliance The above document should submit together withletter of approval of name Bank draft for incorporation fess according to the authorised capital

Once satisfied CCM will issued form 8 - Certificate of Incorporation for public company. However, the company cannot commence the business until they get Form23 which is Certificate to commencement business. In order to get Form 23 they have to submitPost incorporation document. The document consist of;Form 24 - Return on allotment of share Form 44 - Notice of situation of registered office Form 49 - Particulars of directors, managers and secretaries - A statement in lieu of prospectus either form 18 or form 22- Statutory declaration that the director has paid their shares either form 46 or form 47If CCM satisfied they will issue Form 23Within 1 to 3 month after received form 23, the company need to conduct Statutory meeting

C) When must the statutory meeting be held and what is the purpose of holding this meeting. Section 142 of the Act state that a public company with a share capital is required to hold a statutory meeting within a period of not less than 1 month and not more than 3 month after the date at which it entitled to commence business (FORM 23).The statutory meeting is a member general meeting and it is held once in the entire life of a company incorporated as a public company limited by shares.

The purpose is to approve and adopt the Statutory Report (Form 51) and to inform members of the circumstances relating to the promotion, formation and flotation of the company and any development since incorporation.

MINUTES OF THE STATUTORY MEETING

SSD BHD [Company No.19532 K]

Minutes of the statutory meeting held at the registered office of the company at Wisma GAM, Jln 225, 46100, Petaling Jaya, Selangor on Tursday, 13 December 2013 at 10.00 a.m.

PresentMr AbuMr WooMrs WooIn attendanceNorazaileila AyobSecretaryInviteesMr Sukhdev KPMGMr Amir General Manager Finance

Chairman of the meeting took the chair. The chairman extended a warm and hearty welcome to shareholders present at the statutory meeting of the company.The chairman after confirming that the requisite quorum as present called the meeting to order.Statutory ReportThe Chairman then requested company secretary to read the Statutory Report. The Statutory was then read out by company secretary.Agenda;The meeting then took up for consideration the item on the agendaItem No 1; Adoption of Statutory ReportThe Chairman, then, proposed the following resolution. This was seconded by Mr Woo, a member.

RESOLVED THAT the copy of the statutory report as annexed with the notice and duly certified by the directors and auditors of the company as required under the Companies Act 1965 be and is hereby approved.

FURTHER RESOLVED THAT, Miss Norazaileila, Company Secretary, or Mrs Woo, Director be and are hereby severally authorised to filed the Statutory Report with the Registrar of Companies.The Chairman put the motion to vote on a show of hands and declared the same carried.With the agenda being transacted, the Chairman thanked the members to making it convenient to attend that meeting.

TerminationThereafter the Chairman declared the meeting as concluded.

CONFIRMED CORRECTMr AbuChairman of the board

APRIL 2010

5. List eight type statutory books to be maintained by a company pursuant to the requirements of Companies Act 1965.register of membersregister of directors, secretaries, managers and auditorsregister of debenture holdersregister of director shareholdings, debenture and interestregister of substantial shareholderregister of chargesminutes bookbooks of account

QUESTION 3a) Whether they can use the proposed name? Justify your recommendations.No, they couldnt because the company name have to be not the names which Minister has directed the CCM not to accept for registration in which connection with members of royal family, federal or state government, Asean, Commonwealth, UN and foreign government or any political parties.Besides that, the others factors to consider before choose the name isNames including a registered trade mark, unless the consent of the owner of the trade mark is produced to the registrar of companiesName that are misleading as to the identity, nature, objects or purpose of a company or in any other mannerNames that are blasphemous or likely to be offensive to members of the publicNames that similar to existing company

b) What is the minimum amount to register the company authorized share capital? How much fees would be payable to the CCM?The minimum amount for an authorized capital is 2 to 100,000 and the minimum fee to pay CCM is RM 1,000.

C) The minimum number of directors pursuant to the provisions in the Companies Act 1965 and whether they can be the only two directors of the company.The minimum number of directors shall be two directors and the first two directors shall be named in the M&A. Yes, they can appoint two directors in their company.

d) Describe the procedure to register a foreign company desiring to establish a place of business in Malaysia.

A foreign company desiring to establish a place of business or to carry on business within Malaysia shall registered itself with the CCMThe procedures and documentation required to register a branch of the foreign company in Malaysia are:Name search and reservation (Form 13A) to be lodged with the CCM for approval to use the name register the foreign company. Fee RM30. The form must be accompanied by a copy of the certificate of incorporation or registration of the foreign company and a confirmation that the foreign company is within the meaning of Section 4 of the Companies Act 1965 as a foreign companyWithin the reservation period 3 months, lodge with the CCM the following documents for registration:A certified copy of its Certificate of Incorporation or registration in its place of originA certified copy its charter/statue/Memorandum and Articles of Association or other related document concerning its constitutionForm 79 return by foreign company giving particulars of directors Where the Foreign Company has directors resident in Malaysia, a Memorandum duly executed by or on behalf of the foreign company stating the powers of the local directorsA Memorandum of Appointment or power of attorney under seal of the foreign company or executed on its behalf in such manner as to be binding on the companyForm 80 Statutory declaration by Agent of Foreign CompanyPayment fees for the registration of the authorized share capital of the foreign company The CCM upon receipt of the registration documents and payment of fees shall issue a Certificate of Registration of Foreign Company Form 83 which shall be conclusive evidence that the registration have been complied withWithin a month after it establishes a place of business or commencement to carry on business within Malaysia, the company must lodged with the CCM Form 44 Notice of situation of Registered Office.

JUNE 2011

NAME ALL THE STATUTORY REGISTERS THAT ARE REQUIRED TO BEMAINTAINED BY A COMPANY IN ACCORDANCE WITH THE COMPANIESACT 1965.

Register of members Register of directors, secretaries, managers and auditors Register of debenture holders Register of directors shareholdings, debenture and interest Register of substantial shareholder Register of charges Minutes books Books of account

2. Section 167 of the companies act 1965 requires director and manager of company to keep proper company account. Explain the provision of the act with regard to the book of account.

Section 167 of the companies act1965 contents annuals return and financial statement.

it kept at the registered office or such other place in Malaysia, it also entries to be made in the accounting & other record with 60 days of the completion of transaction. Accounting also record to be keep & maintained at least 7 years after completion of the transaction. Open to inspection by director at all timeAnnual return should be lodge to CCM within 6 months after the financial year end and the Financial statement should be tabled and sanction in AGM

7 .WHAT ARE THE DOCUMENT THAT NEED TO BE LODGED TO THE COMPANIES COMMISSION OF MALAYSIA WITHIN THREE (3) MONTHS FROM THE DATE OF THE LODGMENT FORM 13A- REQUEST FOR THE AVAILABILITY OF NAME?

Lodgement of Incorporation Documents is Pre-incorporation document Memorandum and article of association Form 48A - Statutory declaration by a person before appointment as director. at least by 2 person Form 48F - Statutory declaration by a person before appointment as secretary Form 6 - Statutory declaration of compliance

8 . A PERSON MUST TAKE A STATUTORY DECLARATION AND LODGE IT WITH THE COMPANIESCOMMISSION OF MALASIA BEFORE APPOITMENT AS DIRECTOR OF A COMPANY. STATE THEREQUIRED FORM AND THE DECLARATION TO BE MADE BY THE DIRECTOR.

1) Required Form 48A. Example Form 48A:

2) The declaration to be made by the director :-Statutory Declaration by a person before appointment as director or by a promoter before Incorporation of the company At least 2 promoter as 1st directorsDeclaration :- - He is not undischarged bankrupt- He consent to act as a director of the company- He has not convicted with the following offence :-i. Connection with the promotion, formation or mgt of the co.ii. Involve in fraud or dishonestyiii. Has been imprisonment within the period of 5 yearsiv .Offence under sec 132,132A and 303 of CA, within a period of 5 years

QUESTION 5 b . DESCRIBE THE PROCEDURE TO TRANSFER OF SHARES IN A PUBLIC LISTED COMPANY . Need to open trading account with issuing house or CDS account with ADAA transaction start when order given by the client to his remisier to buy or se;; a specified number of shares of a co. at a specified price The order will key-in in WINSCORE terminal at the stockbroking firm and then relayed through Bursa Malaysia Central computer if confirmed routed back to the broking co.The order than match automatically with the system price determined by market sold at highest price, purchase at lowest priceOnce the order matched confirmation printed out at the broker office providing detail such as original order no. stock no., price and quantity matched and the counter-party broking co. the remisier with confirm with the client about the purchase and sellThe broking house will then send out contract notes to the client giving details about the transactionUnder CDS no physical delivery of shares simple books system to keep track of the movement of sharesThe buying client will be informed that shares had been transfer to CDS account, however cannot trade the shares until the payment settled

JAN 2012

A director must make a statutory declaration by executing Form 48A to the Companies Commission of Malaysia. Briefly explain the contents of FORM 48A.Statutory Declaration by a person before appointment as director or by a promoter before Incorporation of the company At least 2 promoter as 1st directorsDeclaration:-He is not undischarged bankruptHe consent to act as a director of the companyHe has not convicted with the following offenceConnection with the promotion, formation or mgt of the co.Involve in fraud or dishonestyHas been imprisonment within the period of 5 yearsOffence under sec 132,132A and 303 of CA, within a period of 5 years

QUESTION 1GSL seeks your clarification on the definition of a foreign company as provided by the Companies Act 1965.Section 4 CA 1965 defines foreign company as:A company, corporation, society, association or other body incorporated outside Malaysia, orAn unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Malaysia

Agent of Foreign Company:-The person named in Memorandum of Appointment / Power of attorneyPerson who is responsibility for any acts or matters pertaining to be done by the companyPersonally liable for all penalties imposed on the company for any contravention of the act

Cessation of agentFORM 82 notice by foreign to ceased the agentFORM 81 notice by agent to ceased from becoming agentCeased to be agent within 21 days after the date of notice ofIf the company already appoint new agent

REGISTRATION OF FOREIGN COMPANY:-Must lodge with CCM the following documents:A certified copy of its certificated of incorporation from origin countryA certified copy of its charter, statute, memorandum & articles or other similar documentA list of directors or similar particular including a list of director residence in Malaysia who are members of local BOD & power of the local directorA memorandum of appointment or power of attorney under the seal of the foreign companyA notice of situation of its register officeA statutory declaration by Agent of Foreign Co. (FORM 80) After lodge all doc above, ROC will issue FORM 83 - A certificate of Registration of Foreign Companies; and within 1 month after that, foreign company must inform ROC the address of registered office by using FORM 44

JUNE 2012

Aminah Sdn Bhd and Success Bhd have just been awarded the Certificate of Incorporation by the Companies-Commission of Malaysia (CCM). What is a Certificate of Incorporation and when can the two companies commence their business? Briefly explain.Company Birth certificateCompany a corporate body having an independent legal entityWill be issued if CCM satisfied that:The proposed co. is unlikely to be used for unlawful activityIt would not be prejudicial to national security or public interest

List all statutory registers/books that are required to be maintained by a company.Register of membersRegister of directors, secretaries, managers and auditorsRegister of debenture holdersRegister of directors shareholdings, debenture and interestRegister of substantial shareholderRegister of charges Minutes booksBooks of account

The statutory registers/books must be kept and maintained at:The registered office of the companyThe principal place of the business of the companySuch other place director must approved with the proper notice filed with registrar

QUESTION 3Outline the conversion procedure isSTEP 1The directors shall instruct the secretary to call for GM to pass a special resolution on:To convert the company from a private to publicTo amend its name by removing the word SdnSTEP 2To Alter the M&A to remove restriction applicable to private co.STEP 3The company should prepare:A statement in lieu of prospectusFORM 18 Statutory Declaration of Compliance by the co. NOT issued prospectus

STEP 4If there is a provision for directors share qualification each director must complete eitherFORM 46 undertaking by director to take and pay for qualification sharesFORM 47 statutory declaration by director of registration of qualification sharesSTEP 5After pass a special resolution at the GM lodge following document with CCMFORM 11Statement of lieu of prospectusFORM 18 FORM 46 or FORM 47 (if any)A printed copy of amended M&ARegistration fees of RM300STEP 6CCM will issue FORM 20 COI on conversion to a public co. confirmation changes of status

b) The factors need to be considered when going public :Whether the company has achieved the requisite profit track recordDoes the company have a foreseeable good future in profit performanceWhether the company consider itself and its related business to have good future prospectsWhether market condition is favourable

Any four Aspect required are :-i- Profit test- Profit after tax at least RM6 million for the most recent full financial yearii- Market Capitalization Test-a total market capitalization of at least RM500 million upon listingiii-IPO price- minimum RM 0.50 eachiv-Bumiputera Equity Requirement-Allocation of 50% of the public spread requirement to Bumiputera investor on best effort basis

JANUARI 2013

Four(4) document that are required to be lodged with the CCM for registration of foreign company:A certified copy of its certificated of incorporation from origin countryA certified copy of its charter, status, memorandum & articles or other similar documentA list of directors or similar particular including a list of director residence in Malaysia who are members of local BOD & power of the local directorA notice of its register office

QUESTION 1a) The choice of companys name as Agro Tourism Farming Sdn Bhd, pursuant to sec.22(1) and sec.342(1) of the company act 1965 is not similar or identical to an existing company name unless consent of that company had been obtainNot a trade mark or patent of any product unless with a consent of the ownerIs not in conflict with objects of the proposed companyUndesirable name likely to be offensive to the publicNot the names which the Minister has directed the CCM not to accept for registrationConnection with members of royal family kings, princess, crownConnection with federal or state government national, federalConnection with Asean, Commonwealth, UN n foreign government NATO, OPECConnection with any political parties

b) The procedure for the incorporation of Agro Tourism Farming Snd Bhd as a private company limited share is under section 24 of the act:Name searchFile Form 13A - Availability of name search Pay RM30 per name for searching fees One approved, the name will reserved for 3 months Prepare Pre-incorporation document. Pre-incorporation document consist ofMemorandum and article of association Form 48A - Statutory declaration by a person before appointment as director. at least by 2 person Form 48F - Statutory declaration by a person before appointment as secretary Form 6 - Statutory declaration of compliance The above document should submit together withletter of approval of name Bank draft for incorporation fess according to the authorized capital Once satisfied CCM will issued form 9 - Certificate of Incorporation for private company. Since this is a private company, it may commence business and exercise borrowing power immediately upon the issuance of the Certificate of IncorporationWithin 1 month file Post incorporation document with CCM. Post incorporation document consist of;Form 24 - Return on allotment of share Form 44 - Notice of situation of registered office Form 49 - Particulars of directors, managers and secretaries Conduct first Board Meeting

PUBLIC ISSUE - Direct allotment where the shares are issued and allotted directly to members of public who has subscribed for the sharesOFFER FOR SALES - When to co. seeks to go public offer share hold by shareholders to be purchase by member of public- Share place in issuing house offer for sales to the publicRIGHT ISSUES- Offer to existing members

JUNE 2013

1. Conversion from Unlimited to LimitedSec 25, may convert by passing a special resolution.The directors shall instruct CS to convene a GM to pass the following special resolution:To convert the company to a unlimited to a limited companyTo alter the Memorandum and Article Association to limit liability of the members.To change the name of the company to include the word Berhad or Bhd.

The co. shall lodge with CCM within 14 days after passing the special resolution that:Form 11 (Notice of Resolution)A printed copy of the amended M&A The fee for authorized share capital if no capital share before. Approval fee of RM50 for the CCM to change the status.The CCM will issue Form 16-Certificate of Incorporation on conversion to a limited company.Attach a copy of Form 11 and Form 16 to every copy of the companys M&A

FORM 6 Declaration of Compliance Name of 1st SecretaryAddress of registered officeName of first two directorPrincipal object for which the company is incorporatedAuthorized capital

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