Multimedia University Faculty of Business

wBBL3614
COMPANY LAW AND SECRETARIAL PRACTISE
Trimester 1, 2021/2022
Submission for assignment: Week 10

General information:

Organisation Group (group members shall not exceed 5 students/group)

This assignment contributes to 20% of the total coursework marks.

Assessment Each group needs to submit their work in the tutorial class.

Assignment/group Please submit the name of your group members to your respective lecturer
registration (if any) by Week 4 by fill in the name of the group members in the MMLS
Student Learning
This assignment shall take 8 hours to complete.
Time
Cover page Please use the attached cover page/BLUE COVER
Typeface/Font Times New Roman
Font size 12
Line spacing 1.5
Submission Top: 2.54 cm; Bottom: 2.54cm; Left: 2.54cm; Right:
Margins
requirements 2.54cm
12-15 pages, excluding preliminary pages and
Length
appendices
Reference format APA Style
Binding
Instructions:

Refers to the Instruction given in the assignment question which is in the MMLS System as follows:-

1. Assignment must be handed in with a cover page.

2. Assignments must be a minimum of 7 pages and must not exceed 10 pages.
3. Answers should be supported with relevant documents as attachments.
4. The cover page should have all the name of the group members with their respective
student ID.
5. The first name in the group should be the group leader.
6. The font for the assignment should be in Times News Roman size 12.
7. Footnotes are encouraged (If applicable).

Reminders:

Plagiarism

 Plagiarism is a serious offence.

 Plagiarism include the following behaviours (but not limited to):
o copy another student’s work,
o fail to properly cite other people’s work or give proper credit to the original source,
o hire or ask another individual to complete the assignment for you,
o copy too many words or ideas from one or two sources, that makes up a significant
portion of your work, even with proper citation.
 The lecturer has the rights not to accept submission of plagiarised or duplicated work.

Group work

 Each group member must actively participate in the completion of the assignment. Free-riding is
unethical and extremely unfair to fellow group members.
 Should any member be found not contributing to the assignment, the lecturer has the rights to
change the specific group’s marks to individual marks.
 Each group member is expected to keep the contact numbers and e-mail addresses of the other
members of the group.

Page 2
 The group leader has the responsibility to ensure that all group members play a part in the
completion of the assignment. The group leader is also responsible to ensure that all members’
names are written on the final submission.
 It is the responsibility of each group member to ensure that the final submission is complete and
of the acceptable standard. Should any errors or omission occurred in the final submission, each
group member is held accountable for negligence – in other words, failure to perform their
responsibilities as expected.

Page 3
Multimedia University Faculty of Business

ATTACHMENT

COVER PAGE TEMPLATE

RUBRIC FOR WRITTEN REPORT

 BBL3614 COMPANY LAW AND SECRETARIAL
PRACTICE
Trimester 1, 2021/2022

Submission date: WEEK12

Lecturer: DR NOR HASLIZA BINTI MAT HASAN

Prepared by:

Student ID Student Name

Declaration by group leader

(This section is to be filled in the student’s own handwriting.)

I hereby declare that all group members’ names are correctly included in the above section. I
hold a copy of this assignment which I can produce if the original is lost or damaged. I certify
that no part of this assignment has been copied from any other student’s work or from any
other source except where due acknowledgement is made in the assignment.

Group leader’s signature : _____________________________

Group leader’s name : _____________________________

Group leader’s student ID : _____________________________

Date : _____________________________

Assessment task – Group Work

Case Study

1. Zaki, Bonjovi, Ramu and Ganesan decided to form a company known as Venzo
Sdn. Bhd. (Venzo to run the business as a coffee shop. On 1 October 2020,
Ganesan bought a secondhand four-wheel drive vehicle for RM80,000 as a main
transportation for the company. The vehicle was used for getting supplies for their
business. Bonjovi also entered into a contract with Radik Coffee Sdn. Bhd. on 1
December 2020 to purchase a considerable quantity of ice cream. The contract
form ended with ‘Yours faithfully’ Venzo Sdn Bhd and Bonjovi’s signature was
added beneath. The company was registered in January 2021. After the
incorporation of the company, Ganesan sold the vehicle to Venzo with the price of
RM 100, 000. At the first meeting of the board of directors of Venzo, Ganesan did
not disclose the profit he made.

[Topic 3: Promoter; Remedies for breach of duty; Recovery of Secret Profit]

[Another Issue link with 7th paragraph]

2. Zaki, Bonjovi, Ramu and Ganesan were appointed as directors of the company.
The total number of issued shares in Venzo is 7,000 ordinary shares with a
nominal value of RM1. Zaki holds 5000 of the shares issued by Zus. Ganesan,
Ramu and Bonjovi hold 1,000 shares each. All the shares are fully paid except for
Ganesan, who was unable to pay for his shares in full and thus was allowed to
partly pay for them at the rate of RM0.50 per share.
 3. Since Zaki hold the majority of shares in Venzo, he was appointed as the
managing director of the company. The terms of Venzo’s employment contract
read as follows: “The Employee hereby agrees, that during the term of
employment and in any event, six (6) months after the Employee’s resignation, to
refrain from engaging in any business or company that is competitive with the
Employer’s business or work that competes with the Company’s business activity
and shall not directly or indirectly solicit with the company’s customers……”

[Link with 5th paragraph]

4. In Jun 2021, Venzo’s board of directors were made known that 500 of its shares
were issued without the approval of the shareholders. When confronted, Zaki
confessed that the issuance was made by his order and his consent alone for the
issuance of shares is sufficient considering the fact that he is the managing
director of Venzo. They also found out that another 200 shares authorised by Zaki
were issued without the approval of Venzo’s shareholders in August 2021.

(Topic 4: Compliance Duties [s75 & 76])

5. Frustrated with the company, Ramu, decided to leave Venzo immediately. In
September 2021, he incorporated a company named Benzo Sdn Bhd. Ramu was in
charge of managing the business of this company, but he was neither the
shareholder nor the director of Benzo. In fact, his best friends, Rekha and Mila
were the only shareholders. In July 2022, Venzo was informed that the new
competing company bearing the name, Benzo was actively promoting their coffee
to their existing customers. Venzo also discovered that, few of their barista
resigned and has joined Benzo as they were offered with the higher salary.

[Topic 2: Lifjiting the veil of incorporation; Evasion of legal obligation, Gilford

Motors v Horne.]
6. Bonjovi’s wife has recently died and he is very short of money to look after his
family. He approaches Zaki and Ganesan and asks them to consider whether
Venzo could begin to pay dividend to its shareholders since the company make a
lot of profit. Zaki and Ganesan refuse to consider Bonjovi’s request as it would
upset the “long-term goals of Venzo coffee”. Ganesan is upset by this response
and announces that he wants to sell his shares. However, Zaki and Ganesan refuse
to buy him out and demand Bonjovi’s resignation as a director because he has lost
his objectivity. He resigns reluctantly.

[Topic 2: Slide 30; Section 131]

7. Mika was appointed as a new director of Venzo. He is very upset when he found
out the irregularities in the company. He was shocked also when he discovers that
Venzo has been paying large “management fees” to Zaki and Ganesan’s
accounting firm. Now, Radik Sdn Bhd called Mika and claimed that Venzo never
pay for the ice cream that they have delivered. Mika is very confused regarding
the matters in relations to the Venzo’s directors. With reference to the Companies
Act 2016, advise.

[Topic 3: Pre-incorporation contract, Section 65(2), Ahmad Salleh v Rawang Hill]

[Topic 3: Recovery of secret profit; Gluckstein V Barnes]