BAWB3013_FBIT_JUNE2014-221114_112842

BAWB3013_FBIT_JUNE2014-221114_112842 - CONFIDENTIAL SULIT...

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Unformatted text preview: CONFIDENTIAL! SULIT UN ITAR INTERNATIONAL UNIVERSi'l‘Y Max:920: '1 max-t. 391.5,? FINAL EXAMINATION J U NE 201 4 MATRIC NUMBER SECTION SEATING No. COURSE TITLE : COMPANY LAW COURSE CODE : BAWB3013 DATEIDAY : 20 AUGUST 2014 I WEDNESDAY TIMEIDURATION : 09:00 AM - 12:00 PM] 3 HOURS INSTRUCTIONS TO 1. Please read the instruction under each section carefully. 2. Candidates are reminded not to bring into examination halllroom any form of written materials or electronic gadget except for Stationery that is permitted by the Invigilator. 3. Students who are caught breaching the Examination Rules and Regulation will be charged with an academic dishonesty and if found guilty of the Offence, the maximum penalty is expulsion from the University. (This Question Paper consists of 9 Printed Pages including front page) *"DO NOT OPEN THE QUESTION PAPER UNTIL YOU ARE TOLD TO DO 50‘” NAME : DATE ______ __ MATRIC NO : _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ SECTION ______ __ PROGRAMME ________.-.._.._.._._._.__.__________________.._____._._._._.._............ COURSE CODEITITLE _____________________________________________ __ SEATING NO : SIGNATURE mam Mam; g“ "mfifimfim _. .2. g a mmmmwfi Company Law (BA WB3013) CONFIDENTIAL June 2014 Final Examination SECTION A (25 MARKS) There are SIX (6) questions in this section. Answer ALL questions in the space provided after each question. Support your answer with relevant legal principles, cases and examples where appropriate. Question 1 Briefly explain the position of a minor (person under 18 years old) in a partnership firm as provided by the Partnership Act 1961. (4 marks) Question 2 Explain any TWO (2) situations where the courts will lift the corporate veil of a company. (4 marks) Company Law (BAW83013) CONFIDENTIAL June 2014 Final Examination Question 3 In the context of a company's Memorandum of Association, explain: i. The meaning of object clause of a company. (2 marks) ii. The procedure to alter the object clause (3 marks) (Total 5 marks) Question 4 lmran is a holder of preference share in Syarikat Think Tank Berhad. He wishes to know what rights he has or does not have in the company as a preference shareholder. Explain them to lmran. (4 marks) _——_._.__—_——_—.——-—w—-——— _—.___—..————..——n—n————- _._____—,,——_—..—————-—_v— _____——.—...—.———-—-— ———_——_—————— —__—.—._.—.————~————— —._____—.—_———n—u————-— Company Law (BA WB3013) CONFIDENTIAL June 2014 Final Examination Question 5 Explain the meaning of members’ derivative action in the context of company law. (4 marks) Question 6 Briefly explain how voting is done in a company’s meeting. (4 marks) Company Law ( BA W83013) CONFIDENTIAL June 2014 Final Examination SECTION B (25 MARKS) There are FOUR (4) questions in this section. Answer ALL questions in the space provided below each questions. Support your answer with relevant legal principles, cases and examples where appropriate. Question 1 Popeye, Brutus and Olive are three partners carrying on a restaurant business. According to their partnership agreement, only Popeye and Olive are allowed to conclude contracts with suppliers on behalf of the partnership. One day, Brutus concludes 3 contract with Pasta Maker Sdn Bhd, a regular supplier of the firm. The contract is for the purchase of pasta-making equipment worth RM 6000. Popeye and Olive deny liability towards Pasta Maker on the basis that Brutus had no authority to enter into the said contract thus refusing to pay the price of the equipment to Pasta Maker. Advise Pasta Maker whether or not the firm and the partners could be sued for the non-payment of the equipment. (6 marks) Company Law {BA W83013) CONFIDENTIAL June 2014 Final Examination Question 2 Kayu Sedia Enterprise (KSE) is a partnership business which supplies office furniture. Recently, Syarikat Prima Berhad ('Prima’) entered into a contract with KSE for the purchase of office furniture valued at RM15,000. The decision to award the contract to KSE was made three weeks ago at a meeting of the full board of directors of Prima. One of Prima’s director, Vernon, has a step-daughter named Lucy who is a partner in KSE. Vernon did not disclose this fact to Prima, or its board. A further fact was that although Vernon was present at the board meeting, at which the decision to award the contract to KSE was made, he remained silent throughout the meeting and did not vote on the matter. Yesterday. Prima discovered the relationship between Vernon and Lucy. Prima seeks your advice as to whether it may avoid the contract with KSE. . (6 marks) ____.__——___—._.—————-—-— __—.___—__._...._—__—__—_————— ,—_—__——_n.—————————— —_—._——___—_—_.u—-—- —__—__.—__—_——.u———- Company Law (BA W330 13) CONFIDENTIAL June 2014 Final Examination Question 3 TYT Bhd ('TYT') owns a manufacturing plant and machinery in Shah Alam. (i) In October 2012, TYT gave a fixed charge to Bank Satu over the plant and machinery as security for a loan of RM2 million. This charge was not registered with the Registrar of Companies (‘Registrar’). (ii) In January 2013, TYT created a floating charge in favour of Bank Dua over the aforesaid plant and machinery as security for a loan of RM3 million. The floating charge contains an undertaking by TYT not to create any subsequent charge ranking in priority to it. The floating charge was duly registered with the Registrar. (iii) In February 2013, TYT gave a fixed charge over the same plant and machinery to Bank Tiga as security for a loan of RM5 million. This fixed charge was registered with the Registrar. in January 2014, a winding up order was made by the court against TYT on the ground that it was unable to pay its debts. At the time of the winding up order TYT had not settled the loans made with Bank Satu, Bank Dua and Bank Tiga. State and explain to TYT the order of priority of the three charges mentioned above. (7 marks) Company Law (BAWB3013) CONFIDENTIAL June 2014 Fina! Examination Question 4 Natrah is a successful sole-trader who operates an online business selling handmade clutches and handbags made from batik since early 2010. She eventually incorporated her business into a private limited company on 18 November 2012. The company, Batik Klasik Sdn Bhd (BKSB), is registered under the Companies Act 1965. Natrah had entered into a contract for the supply of batik pieces from Awang in July 2011 and a contract with Dollah also for the supply of batik on 12 January 2013. Unfortunately, towards the end of 2013, BKSB suffers tremendous losses and may have to be wound up. Awang and Dollah now intend to sue BKSB for their debts on the supplies of batik materials amounting to RM12,000.00 and RM10,000.00 each. Advise BKSB whether the company would be liable to pay the debts to Awang and Dollah. (6 marks) ***END OF QUESTION PAPER*** 9 ...
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