Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
PREPARED BY :
MOHD SAZALI BIN MOHD SALLEH
2011473332
HAFIZI BIN AHMAD
2011215082
WAN MOHD TAUFIQ BIN MOKHTAR
2011840704
MOHD NASRUL BIN ZAKARIA
2009549697
PREPARED FOR :
MISS JULIANA BINTI MAT JUSOH
PART A
THE LEGAL
FRAMEWORK OF
CORPORATE
SECRETARYSHIP
Answer :The 4 main regulatory function of the SCM are:Regulating all matters relating to securities and futures contracts
Regulating all matters relating to unit trust schemes
Regulating the take-over and mergers of companies
Licensing and supervising all licensed persons
Role
Bursa Malaysia
Answer
: exchange
An
Securities Commission
Central authority responsible for the regulation and
development of the securities and futures industries in
Malaysia.
Established under the Securities Commission Act 1993
Statutory body entrusted with the responsibility of
regulating
and
systematically
developing
the
Malaysias capital markets.
holding
company
approved under S15 of the Capital
Market and Services Act 2007.
It operates a fully-integrated exchange,
offering the complete range of
exchange-related services including
trading, clearing, settlement and
depository services.
Objective Maintain an efficient, secure and active To promote and maintain fair, efficient, secure and
trading for investors
transparent securities and futures markets;
To facilitate the overall development of an innovative
and competitive capital market;
Functions Empowered
to
govern
the
stock 1. Registering authority for prospectuses of corporations
exchange,
brokers
and
companies
other than unlisted recreational clubs
participating in the Bursa Malaysia 2. Approving authority for corporate bond issues
through the Listing Requirements and 3. Regulating all matters relating to securities and
Practice Notes.
futures contracts
4. Regulating the take over and mergers of companies
5. Regulating all matters relating to unit trust schemes
6. Licensing and supervising all licensed persons
7. Supervising exchanges, clearing houses and central
depositories
8. Encouraging self-regulation
9. Ensuring proper conduct of market institutions and
licensed persons
PART A
FORMS OF
BUSINESS
OWNERSHIP
The advantages:
PART A
COMPANY SECRETARY
How can a company secretary vacate his office when none of the directors of
the company can be communicated? (Apr 2007 Q3) (3 marks)
How would the company secretary vacate office when none of the directors
of the company can be communicated? (Apr 2009 Q8)
(3 marks)
How can a company secretary vacate his office when none of the directors of
the company can be communicated? (Jan 2013 Q8)
(4 marks)
Answer:A company secretary can vacate his office by: Lodge the FORM 48E ( Notice of intention to Vacate the Office of Secretary) if
that none of the directors of the company can be communicated with the
last known residential address
Filed it with Companies Commission of Malaysia (CCM)
After the expiry of 1 month from the date of notification the company
secretary cease to be secretary. However the company secretary should
responsible for any act or omission done before the secretary vacated the
office
(Jan 2012
Q5) are the qualifications of a company secretary pursuant to section
What
139 of the Companies Act 1965?
(4 marks)
Answer
Be of full age i.e. 18 years of age and above
Have his principal or only place of residence in Malaysia
Be a member of any of the prescribed professional bodies namely
MIA, MAICSA, MICPA, Malaysian Bar Council, Persatuan
Peguambela Sarawak, Persatuan Undang-undang Sabah and MACS
Or
Possess minimum following qualifications / experience: SPM / STP with 5 years of work experience, or
Holders of Certificate, Diploma or Degree (in the fields of law,
company secretarial practice, management, business
administration or accounting) need 3 years, 2 years and 1 year of
work experience respectively.
PART B
COMPANY SECRETARY
Answer :
Voluntary vacation is through resignation or cessation of contract.
Involuntary vacation of office may be through death, removal or
dismissal.
The office of the company secretary cannot be left vacant for more
than one month at any one time.
Lodge the FORM 48E Notice of intention to Vacate the Office
of Secretary if that none of the directors of the company can
be communicated with the last known residential address
Filed with CCM
After the expiry of 1 month from the date of notification
cease to be secretary
However should responsible for any act or omission done
before the secretary vacated the office
Company Secretary
Jan 2012 - Part
B
QUESTION 4
Mr. Shazly has been a practising company secretary for almost 10 years.
He is currently working with Excel Logistics Bhd, a public limited
company. As a professional trained in corporate matters, Mr. Shazly has
exercised his duties with due care and diligence.
However, in November 2011, Mr. Shazly who acted as a guarantor for
his friend's personal loan was declared a bankrupt by the Malaysia
Department of Insolvency due to a default in the payment of the loan.
The board of directors was aware of the current status of Mr. Shazly. The
board members agreed to retain him as a company secretary because
Mr. Shazly has shown his capability and ability while performing his
duties. In the meantime, a board meeting is convened to appoint an
additional company secretary.
Can Excel Logistics Bhd retain Mr.Shazy as a company secretary? Justify your answer
pursuant to the provision of section 139C of the Companies Act 1965. (6 marks)
Excel Logistics Bhd cannot retain Mr.Shazy as a company secretary as stated in the provision of section
139C of the Companies Act 1965 which is a person is disqualified to act as a secretary if:
he is an undischarged bankrupt;
he is convicted within or outside Malaysia of:
any offence in connection with the promotion, formation or management of a corporation
any offence involving fraud or dishonesty punishable on conviction with imprisonment for three months or more
any offence involving dishonesty and lack of reasonable diligence in the discharge of his duties
insider trading
any offence in which proper company accounts are not kept
he ceases to be a member of the professional body prescribed by the Minister under Section 139A of
the Act
he ceases to be a holder of a valid license issued under Section 139B of the Act
If a person continues to act as a secretary for the company after he is disqualified under Section 139C,
without leave of the Court, he and every director who knowingly permits him to act in the capacity, are
guilty of an offence.
Mr. Shazy would have been disqualified from being a Company Secretary upon him being adjudicated a
bankrupt person in November 2011. However, company can retain he as employees provided the
company should appoint another qualified secretary to be the first secretary
Company Secretary
Jan 2012 - Part
B
b) Explain the provisions of sections 139(6) and 139(3) of the
Companies Act 1965 regarding the procedure for the appointment of
a company secretary. (6 marks)
Company Secretary
Jan 2012 - Part
B
c) If Mr. Shazly was a discharged bankrupt and later appointed as a
director, can he sign any documents on behalf of the company
either as a director or secretary of the company? (3 marks)
Company Secretary
Jan 2012 - Part
B
d) State five (5) legal restrictions imposed on the company secretary
as an officer of the company. (5 marks)
(Total: 20 marks)
Using the property of the company
Using the information acquired by virtue of his position as an
officer of the company
Using his position as such officer of the company
Using the opportunity of the company which he became aware of,
in the performance of his functions as an officer of the company;
or
Engaging in business which is in competition with the company.
Company Secretary
Jun 2012 - Part
B
QUESTION 1
Lina Suriani works as a file keeper in MZ Consultancy Sdn Bhd, a
secretarial and business management company. She assists the seniors
in filling up the business and company related forms. She graduated with
a Diploma in Accounting but due to financial constraints, she is not able
to further her studies. However, she is interested in becoming a
company secretary.
Required:
a) Advise Lina Suriani on how she may become a company secretary
without furthering her studies. (6 marks)
Lina Suriani may become a company secretary under S139B CA, which
stated the following minimum qualifications: She is not a bankrupt
Not a criminal as stated in S130(1) of CA
Resides in Malaysia and above 18 years of age
Minimum qualifications / experience of Sijil Pelajaran Malaysia / Sijil
Tinggi Pelajaran Malaysia with 5 years of work experience; or
Holder of a Certificate, Diploma or Degree (in the fields of law,
company secretarial practice, management, business
Company Secretary
Jun 2012 - Part
B
b) Outline the procedures that Lina Suriani should follow in order to
apply for a company secretary's license in Malaysia.
(6 marks)
Lina Suriani should do the followings: Submit the application form using Form 48B Application for
Company Secretarys Licence
CCM will call Lina Suriani for an interview. She will be assessed on
her knowledge in relation to company law and company
secretarial practices.
If successful, CCM will issue Form 48D Company Secretarys
Licence, which is valid for 3 years
30 days before expiry of the licence, Lina Suriani may submit
Form 48C Application for Renewal of Company Secretarys
Licence to CCM
Lina Suriani is required to attend continued professional education
courses before renewal of her licence.
Company Secretary
Jun 2012 - Part
B
c)
ii)
Company Secretary
Jun 2012 - Part
B
d) Fazira, a new staff in MZ Consultancy Sdn Bhd does not understand
the vacation of office of company secretary pursuant to the
Companies Act 1965. Discuss the relevant provisions in the
Companies Act 1965 that allow a person to vacate the office of
company secretary. (4 marks)
The said Form must be filed with CCM. With this notification,
Fariza shall cease to be the Secretary of the company on the
expiry of one month from the date of the notice.
Jamal, Dave and Alan are the directors of TECO Sdn.Bhd. Maya
Karin is an experienced licensed company secretary who has
worked for TECO Sdn.Bhd. for the past five years. The board of
directors has found out that Maya has not renewed her license as
required by section 139B of the Companies Act 1965. At the same
time, she has also failed to file the companys annual returns for
the past two years.
Jamal and Dave who are also the two major shareholders of TECO
Sdn.Bhd. had requested Maya to issue share certificates to their
friend, Aaron without a proper resolution. In consideration for
Mayas assistance, Jamal and Dave promised not to make any
claim against her for not filing the annual returns on time for the
past two years. Alan has heard about this improper arrangement
and is concerned with the legality of the above transaction.
According to the case, it show that Maya has not renewed her license as
required
by section 139B of the Companies Act 1965 therefore she become
disqualified to become the company secretary.
b) If Alan is dissatisfied with Mayas professional conduct, how can
he remove her
from office?
(4 marks)
Answer:Yes, Alan can remove Maya from the office. He can pass the resolution to
remove the secretary and notify CCM by filing FORM 49 within one (1)
month from the effective date of removal and register of secretaries must
be updated accordingly.
Alan should disclose reasonable ground of such removal by disclose
improper professional conduct done by Maya such as not renew her
license as required by Act, failed to file the companys annual returns for
the past two years and improper arrangement with Jamal and Dave to
issue share certificates to their friend, Aaron without a proper resolution.
c)
In order to rectify the problem , the following action will be take :check the financial statement of the company for the years involved and;
conduct the Extraordinary General Meeting (EGM) to discuss with
members about the problem and ask them to check whether the annual
return of the years involved prepared by previous company secretary are
true or not
after annual returns of both year have been rectify and approved through
the board meeting, the annual return report have to be signed by the
director, by the manager or by the company secretary of the company.
The duty of company secretary is to lodged it to the CCM immediately
after that.
TECO Sdn.Bhd. have to pay any fine and penalties that enforced by law
to the appropriate authority such as CCM and Tax authority because of
late submission of the 2 consecutive year of annual returns.
(8 marks)
(Total: 20 marks)
THANK YOU