CONFIDENTIAL, LWIJUL 2023/LAW330/346 (Se Q UNIVERSITI TEKNOLOGI MARA FINAL EXAMINATION COURSE : PARTNERSHIP AND COMPANY LAW / INTRODUCTION TO PARTNERSHIP AND COMPANY LAW COURSE CODE : LAW330/346 EXAMINATION : JULY 2023 TIME : 3HOURS INSTRUCTIONS TO CANDIDATES 1 This question paper consists of wo (2) parts PART A (5 Questions) FART B (3 Questions) 2 ‘Answer ALL questions from PART A and two (2! questions from PART B. 3 ‘Answer ALL questions in the Answer Booklet. Start each answer on a new page. 4 Co not bring any material into the examination room unless permission is givan by the invigitator. 6 Please check to make sure that this examination pack sonsists of j) the Question Paper jl) an Answer Booklet ~ provided by the Faculty 6. Answer ALL questions in English. DO NOT TURN THIS PAGE UNTIL YOU ARE TOLD TO DO SO This examination paper consisis of 3 printed pages (© Hak Cipta Universit Teknologl MARA CONFIDENTIALCONFIDENTIAL 2 LWIJUL 2023/LAW330/346 PARTA QUESTION 4 All companies, particularly public companies, are required by law to appoint auditors. Describe the qualifications for becoming an audtor and support your answer with the relevant statutory provisions. (10 marks) QUESTION 2 Companies Act 2016 provides statutory duties for an auditor. With reference to the relevant statutory provisions, explain five (6) statutory duties of an aucitor. (10 marks) QUESTION 3 With reference to relevant statutory provisions under the Companies Act 2016, explain the circumstances where a person can be disqualified from being a company secretary. (10 marks) QUESTION 4 The Companies Act 2016 allows the company to alter its constitution. Explain three (3) circumstances where the power of the company to alter its constitution is restricted. Support your answer with the relevant statutory provisions end decided case law. (10 marks) QUESTION 5 Constitution of a company constitutes a binding contract between the company and its members. With reference to decided cases and the Ccmpanies Act 2016, explain how a constitution of a company creates a contractual effect among the members of the company. (10 marks) (© Hak Cipta Universiti Teknologi MARA, CONFIDENTIAL,CONFIDENTIAL 3 LWIJUL 2023/LAW330/346 PART B QUESTION 1 Hanif, Murad and Rahman were the promoters of Mega Printing Sdn Bhd (‘the company’). Before they incorporated the company, Murad had purchased a printing works for the price ‘of RM20,000. When the company was incorporated, they sold the work to tre said company for the sum of RM50,000. The purchase was approved by the directors however, the profit gained by the promoters was not disclosed. When the company founc out about the transacticn, they brought an action to recover the said commission. Advise the company. (25 marks) QUESTION 2 Effa and Ashraf are the only shareholders and directors of Paint Nails Sdn Bhd (‘PNC"), a hardware company. PNC entered into a contract with Cai Berus Bhd ("CBB"), a supplier of paint for the supply of two hundreds (200) cans 0’ multi-colored paint worch of RM30,000. CBB delivered the goods to PNC, but PNC failed to pay. Two (2) weeks later, Effa received a letter from CBB demanding payment of RM30,000 to be made, failing which sre will be sued for the debt Meanwhile, Ashraf has been sued by Bank Baru Bhd for a personal loan which he borrowed. As a result, Ashraf wants to sell a shop lot belonging to PNC to repay the loan to the bank. Effa is concemed whether she can be made personally liable for the debt owing to CBB. She is also worried if she would be liable for the personel loan zaken by Ashraf. ‘Advise Effa on the above situations by applying the Companies Act 2016 and relevant cases. (25 marks) QUESTION 3 Ravi is a director of a property development company, Real Land Sdn Bhd (‘RLSB’). He was given the task of negotiating the purchase of a piece of land in Bidor, Perak with the land ‘owner, Maju Bhd. During the negotiation process, Ravi was offered a commission amounting to 25% of the purchase price. Ravi accepted the commissions and the sale was completed between RLSB and Maju Bhd at a price which was over the market value to enable Maju Bhd to absorb the commission paid to Ravi In another occasion, Ravi had also received an information regarding another land deal in Ipoh, Perak. Pursuant to the information, Ravi and his fiancé Samantha, incorporated a company named Micasa Sdn Bhd (‘MSB"). MSB purcnased the said land in Ipoh and developed it, resulting in a huge profi RLSB seeks your advice on the legal position with regarc to the above matter and what are the rights and remedies, if any, that the company has against Ravi (25 marks) END OF QUESTION PAPER © Hak Cipta Universiti Teknologi MARA CONFIDENTIAL