CRG660 - Full Pyq 2022 To 2019

CONFIDENTIAL 1 AC/FEB 2022/CRG660/530
UNIVERSITI TEKNOLOGI MARA

FINAL ASSESSMENT
COURSE : COMPANY SECRETARIAL PRACTICE

COURSE CODE : CRG660/530
ASSESSMENT : FEBRUARY 2022
TIME : 3 HOURS
INSTRUCTIONS TO CANDIDATES
1. This question paper consists of TWO (2) parts: PART A (40 questions)
PART B (3 questions)
2. Answer ALL questions from PART A and PART B in the ODL platform provided by the
examiner.
3. Please check to make sure that this examination pack consists of:
i) the Question Paper
4. Answer ALL questions in English.
DO NOT TURN THIS PAGE UNTIL YOU ARE TOLD TO DO SO

This examination paper consists of 13 printed pages
© Hak Cipta Universiti Teknologi MARA CONFIDENTIAL
PART A
ANSWER ALL FORTY (40) QUESTIONS
** NOTE: Those QUESTIONS in RED or MCQ in boxes form (in the Google Form) have
POSSIBILITY that the answers are more than one. (QUESTION NO: 3, 7, 10, 11, 12, 29,
31, 34, 35, 37, 38)
QUESTION 1
The following are the statements regarding the Bursa Malaysia EXCEPT
A. It is an exchange holding company approved that governed by Securities Commission

under Section 5 of Capital Markets Act 2007.
B. The objective of Bursa Malaysia is to maintain an efficient, secure and active trading for
investors.
C. It empowered to govern the stock exchange, brokers and companies through the listing
requirements and practice notes.
D. It operates a trading, clearing, settlement and depository services to the brokers,
companies and public.
QUESTION 2
Bank Negara Malaysia has been established to protect monetary stability and maintain a
sound financial system by developing, improving, and enforcing rules governing financial
institutions and the capital market.
A. True
B. False
QUESTION 3
Which of the following statement(s) is/(are) CORRECT?
A. A limited liability partnership has combined characteristics which it has the protection of
the limited liability and the profits can be shared by the partners.
B. A limited liability partnership provides a mechanism where the businessmen can easily
tailor their business model according to their needs.
C. A limited liability partnership allows the business to convert their business according to
their preference.
D. A limited liability partnership needs to register their process similar to the registration of
the public companies.

QUESTION 4
Which of the following statement can make a person be a Substantial Shareholders?
A. A person owns not less than five (5) percent of the total amount in a class of shares in
the company.
B. A person owns not less more than five (5) percent of the total amount in any one class
of shares in the company.
C. A person owns not less than five (5) percent of the total amount all the voting shares in
the company.
D. A person owns not less more than five (5) percent of the total amount in any preference
shares in the company.
QUESTION 5
Property of the company belongs to the:
A. Company
B. Shareholders
C. Company secretary
D. Directors
QUESTION 6
Private limited companies can start doing business and borrowing money as soon as they are
formed.
A. True
B. False
QUESTION 7
Choose any TWO (2) correct statements regarding company limited by shares
A. Member cannot be asked to pay more than the amount unpaid on his shares in the event
of winding up.
B. Creditors do not have recourse/choice against members to an unlimited extent.
C. Enjoy the limit on liability to the amount fixed only.
D. Prohibits the formation with a share capital.
QUESTION 8
Companies Commission of Malaysia (CCM) is responsible in handling the monitoring and

enforcement activities to ensure compliance with corporation registration and corporate
legislation.
A. True
B. False

QUESTION 9
Choose a correct statement
A. A director may remove a company secretary immediately in accordance to his own

accord
B. Removal of a company secretary and appointment of another person to replace him
should not be done simultaneously
C. The lodgement of documents to CCM should be the responsibility of the company
secretary
D. The administrative and management matters of the company are among the
responsibilities of a company secretary
QUESTION 10
Choose any TWO incorrect statements regarding Limited Liability Partnership (LLP).
A. LLP is regarded in law as a legal person.

B. LLP has limited capacity.
C. LLP can have an unlimited number of partners.
D. LLP is the hybrid version of partnership and unlimited company.
QUESTION 11
The following are correct statements to describe “properly convened”, which are:
A. Every member should be given the right to receive notice and to attend annual general
meeting.
B. Notice should be given to the members within 14 days for ordinary resolution and 21
days for special resolution.
C. Notice should be given to the members in writing for annual general meeting.
D. The members can convene the annual general meeting.
QUESTION 12
Section 328 prescribes that there must be at least two members personally present at a
meeting or by proxy unless a higher number is specified in the constitution. Based on the
following, which meetings permit one member to constitute a quorum.
A. Annual general meeting.

B. Extraordinary general meeting.
C. Class meeting.
D. Creditor meeting.
QUESTION 13
Under section 334, a proxy is a person appointed by a director to attend and vote on his behalf.
A. True
B. False

QUESTION 14
Which of following is NOT the company secretary’s duty BEFORE an annual general meeting?
A. To arrange for suitable venue for the meeting

B. To prepare the necessary documentation for presentation at the meeting
C. To obtain copies of the reports and accounts, and signed copies of the balance sheet
and chairman’s statement
D. To read the notice when instructed by the chairman.
QUESTION 15
Below are the reasons for conversion of company’s status from private to public, EXCEPT:
A. To disable the restrictions on the right to freely transfer shares in the company.
B. To have bigger capital issue, instead of being limited to only 50 shareholders.
C. To have a more privacy governance of the company.
D. To enable the company to invite the public to subscribe shares or debentures.
QUESTION 16
Section 40 stipulates that an unlimited company may convert to a limited company by passing
an ordinary resolution and lodge a Notice of Conversion from an Unlimited to Limited Company
with the Registrar.
A. True
B. False
QUESTION 17
The following are directors according to Companies Act 2016 except:
A. Executive Director
B. Non – Executive Director
C. Independent Director
D. Associate Director
QUESTION 18
According to Companies Act 2016, the following describes directors and companies;
EXCEPT:
A. A public company must have at least two (2) directors

B. A private company may have minimum of one (1) shareholder who is also a director at
the same time
C. All directors must be a natural person with the minimum 18 years of age
D. Any person who wishes to be a director must have a minimum academic qualification

QUESTION 19
According to Companies Act 2016, an executive director is:
A. A registered representative of shareholder

B. A person representing a major share holder
C. A person who will be checking the work of managing director
D. A person that is a full-time director which is part of the Management Team
QUESTION 20
Director will be disqualified according to statute when he/she:
A. holds the minimum required shares

B. is a discharged bankrupt
C. is an auditor of a company
D. holds any other office with the consent of company in general meeting
QUESTION 21
The power of directors to allot shares or grant rights as provided by Companies Act 2016
relating to the allotment of shares are as outlined below, EXCEPT
A. Rights issue and Bonus issue

B. Allotment of shares to a promoter
C. Shares issued as consideration for acquisition of shares or assets of the company and
members has been notified 14 days before the issue
D. participation in surplus assets and profits
QUESTION 22
The followings are characteristics and details about ordinary shares, EXCEPT
A. It is an equity capital and its holders are the main risk bearers in the company
B. Shareholders are entitled to residue of profit after payment of dividend
C. Shareholders are entitled to any surplus in a winding up
D. Right to vote at board meeting and participation in surplus assets and profits
QUESTION 23
Non-cumulative preference shareholders are entitled for any arrears of dividend to be carried
forward if insufficient profit in a particular year and they are entitled to voting rights.
A. True
B. False

QUESTION 24
There are three charges that can be created over an asset which are fixed charges, floating
charges and hybrid charges.
A. True
B. False
QUESTION 25
Which of the following statement about debenture is NOT TRUE?
A. The term debenture in the Act includes debenture stock, bonds, sukuk, receivable notes
and any other securities of a company whether constituting a charge on the assets of
the company or not.
B. A public company may invite the public to deposit money with it in a form of borrowing
and as evidence for the loan, the company issue debenture.
C. Approval from the Securities Commission is required
D. The debenture may be secured by a charge over the company’s assets.
QUESTION 26
Which of the following asset cannot be used to create a charge:
A. A charge to secure any issue of debentures

B. A charge on ship or aircraft
C. A charge on book debts of the company
D. A charge on petty cash
QUESTION 27
The Companies Act 2016 requires the registration of charge to be made within
______________ days and release of charge need to be lodged within ___________ days
from the date of satisfaction of charges.
A. 14
B. 30
C. 14, 30
D. 30, 14
QUESTION 28
Which of the following company may apply for de-registration?
A. ABC Sdn Bhd commenced business in 2016 and currently facing liquidity issues.
B. XYZ Sdn Bhd will pay the 2019 dividend a few months in the future.
C. GHJ Sdn Bhd guarantees the loan by its associate company, KLM Sdn Bhd.
D. VGY Sdn Bhd actively collect money from public for fund raising investment activities.

QUESTION 29
The following are effects of a voluntary winding up. (Choose all true answers)
A. Cessation of business
B. Cessation of directors
C. Cessation of employment
D. Cessation of ability to transfer shares
QUESTION 30
Which of the following pair of type of winding up and its commencement date is true?
A. Compulsory winding-up : appointment of liquidator

B. Creditors’ voluntary winding-up : at conclusion of shareholder’s meeting
C. Member’s voluntary winding-up : appointment of interim liquidator
D. Creditors’ voluntary winding up : appointment of liquidator
QUESTION 31
Choose the situation(s) when an EGM can be convened.
A. When any director may, whenever he thinks fit may call for an EGM.
B. When any members are holding more than 10% issued share capital may call for EGM.
C. When any head of a department wishes to highlight certain operations issues to
shareholders.
D. Instructed by the court.
QUESTION 32
Circular Resolution to members is applicable to a private company as an alternative to

meetings of members.
A. True
B. False
QUESTION 33
One of the benefits of exempt private companies is that they can make loans to their directors
and companies with which their directors have interest or connection.
A. True
B. False

QUESTION 34
Which of the above statements are TRUE with regards to the maintaining of the books of
accounts?
A. Requires that directors and managers keep proper company books of accounts so as to
explain the transactions and financial position of the company.
B. Appropriate entries for every transaction should be made within 60 days from the date
of the transaction occurred
C. The company shall retain the accounting records for at least seven years.
D. The books of accounts must be kept at any office in Malaysia and must be open for
inspection by the directors at all time.
QUESTION 35
The purpose(s) of the Closure of the Register of Members is/(are):
A. To determine the members who are entitled for any distribution before and on that date.
B. To entitle the Company secretary to get their off day during the period specified.
C. To determine the registered members as at the date of closure for the payment of
dividend or making some other distribution to the members.
D. To enable the Board of directors to adjust the members’ benefits.
QUESTION 36
A public company limited by shares cannot convert into a private limited company.
A. True
B. False
QUESTION 37
The voting by show of hands are as follows:
A. Each member who has the right to vote at the meeting, has one vote regardless of the
number of shares held.
B. Only those with larger number of shares are allowed to vote by show of hands.
C. In any General Meeting, any resolution put to vote shall be decided by show of hands
first, unless voting by poll is demanded.
D. A proxy cannot vote on show of hands unless it is allowed by the constitution.
QUESTION 38
Pick the CORRECT statement(s) about the Directors’ Resolution.
A. Directors’ resolution can only be used during an emergency period.

B. Directors’ or Board resolutions generally require a simple majority of votes.
C. The chairman of the meeting is given a second vote or a casting vote.
D. Proxy is allowed to attend and voted on behalf of principal director.

QUESTION 39
Which of the following person is NOT entitled to receive Notice of General Meeting?
A. Ordinary Shareholders.
B. Legal representative of a deceased or a bankrupt member.
C. A member and a proxy of the Employees Associations.
D. The present auditor of the company.
QUESTION 40
Which statement does NOT explain the correct meaning of Proxy types?
A. Two-way proxy enables the appointer to vote “for” or “against” a motion through his
proxy.
B. A special proxy is a proxy that only valid for one meeting and any adjournment thereof.
C. Long Term proxy is a person who can be a proxy for more than 12 months.
D. A general proxy is a proxy that can represent their principal for more than one meeting
and any adjournment thereof.
(Total: 40 marks)

PART B
ANSWER ALL THREE (3) QUESTIONS
QUESTION 1
A. Najah is a company secretary for BoardRoom Sdn Bhd, a well-known Malaysian

company that provides professional company secretarial service to private and public
companies in Malaysia. For the last few months, Najah has failed to contact the directors
of JutaOne Sdn Bhd, one of the BoardRoom’s clients. The firm tried all means of
communication to contact the directors, such as sending letters, emails but no positive
reply was received. None of the directors answered the phone calls either. Najah is now
considering vacating the office of the company secretary of JutaOne Sdn Bhd.
Required:
a. Discuss the relevant procedures according to the Companies Act 2016 that allows
the company secretary to vacate the office and the required documents to be
lodged with the Registrar.
(4 marks)
b. Assuming Najah does not vacate the office of company secretary of BoardRoom
Sdn Bhd, assess whether Najah is held liable for any act or omission in her
capacity as a company secretary.
(6 marks)
B. Beruntung Sdn Bhd has been experiencing cash flow problems. In 2018, it borrowed
RM1 million from Mercury Bank. The company secured the loan with the company’s
land, and the charge was registered with the Land and District Office but not with the
Companies Commission of Malaysia (SSM).
Later in 2019, Beruntung Sdn Bhd borrowed a further RM1 million from Mercury Bank.
The company secured the loan using its book debt and registered the charge with the
SSM.
Recently, the court made an order for the winding-up of Beruntung Sdn Bhd on the
application of Ezy Ringgit Sdn Bhd, a creditor who had, one year ago, granted the
company a loan on a floating charge, secured on all the assets and undertaking of the
company. The company registered the charge with the SSM, and a liquidator was
appointed.
Required:
a. Compare TWO (2) types of charges granted by Beruntung Sdn Bhd to Mercury
Bank.
(4 marks)
b. Discuss the fixed charge registered with the SSM in favour of Mercury Bank and
the priority between the charges in favour of Mercury Bank and Ezy Ringgit Sdn
Bhd.
(6 marks)
(Total: 20 marks)
QUESTION 2
A. Terlajak Cantik International Bhd is a local cosmetic company that was recently
converted its status to a public company. The company currently has two directors, Datin
Hanisah and Datin Layla. Apart from the new strategic plan for the company, the
directors intend to appoint a new managing director and an additional non-executive
director.
Required:
As the company secretary, they seek your advice on the following matters:
a. The procedure to appoint a new Non-Executive Director in a public company.

(6 marks)
b. The terms of appointment as a Managing Director of the company.

(4 marks)
B. Mr Raymond is another non-executive director of Terlajak Cantik International Bhd. Mr

Raymond has not been given his total commitment to his duties and responsibilities as
a company director. Datuk Kassim, the chairman, is annoyed with Mr Raymond's lack
of commitment and asked whether there are any provisions under the Companies Act
2016 to remove him. Clarify to Datuk Kassim on this matter.
(10 marks)
(Total: 20 marks)
QUESTION 3
A company that ceased to exist as a corporate entity is planning to dissolve. The Registrar will
strike off the company's name from the Register of Companies, and the company shall also
get this fact published in the Official Gazette. Thus, the dissolution puts an end to the existence
of the company. The company may also dissolve by transferring the company's undertaking
to buy over another via a reconstruction or amalgamation scheme. In such a case, the
transferor will dissolve without being wound up. Secondly, it is through the winding up of the
company. In this manner, the company paid all its liabilities via the realization of the company's
assets. The surplus, if any, is distributed to the members of the company by their rights.
Required:
a. Determine the situation that the Registrar has the power under Section 549 to strike a
company off the register.
(6 marks)
b. Justify any SIX (6) basis for any person to lodge a “Notice of Intention to Object Striking
Off of A Company Application” with the Registrar.
(6 marks)

c. Explain any TWO (2) provisions applicable to every winding up regarding its books and
papers of the company.
(4 marks)
d. Discuss any FOUR (4) duties of the Registrar concerning the management of assets of
a dissolved company.
(4 marks)
(Total: 20 marks)
END OF QUESTION PAPER

CONFIDENTIAL 1 AC/JULY2021 ODL/CRG530/660

FINAL EXAMINATION
DATE : 2 AUGUST 2021
TIME : 2.15 – 5.15 PM (3 HOURS)
SUBMISSION TIME : 5.15 PM – 5.45 PM (30 MINUTES)
1. This question paper consists of TWO (2) parts: PART A (40 Questions)
PART B (3 Questions)
examiner.


GROUP:
STUDENT ID:
FULL NAME:
LECTURER’S NAME:
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Regulations or any of the Chief Invigilator/ Invigilators’ instructions. If found otherwise,
I can be barred from taking the assessment or can be brought to the Student
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I do understand that I can be penalised under Rules 48, Act 174 of the Educational
Institutions (Discipline) Act 1976, and can be punished with a maximum penalty from
the University if I am found guilty of a disciplinary offence.
© Hak Cipta Universiti Teknologi MARA

CONFIDENTIAL
PART A – FORTY (40) QUESTIONS (40 MARKS)

PLEASE ANSWER ALL QUESTIONS
1. Companies Commission of Malaysia (CCM) fulfils its function in enforcing compliance

with business registration and corporate legislation through its comprehensive
enforcement and monitoring activities.
A. True
B. False
2. The Securities Commission (SC) is not the only central authority responsible for the
regulation and development of the securities and futures industries in Malaysia
A. True
B. False
3. Choose the statements that highlight the importance of maintaining statutory books:
A. To avoid inconsistencies or missing records that may foster distrust amongst
investors
B. To collaborate or cooperate with any other societies/organisations, bodies or
government agencies to form smart partnerships in implementing the functions of the
Companies Commission of Malaysia
C. To provide information required for statutory audit purpose or be requested by
regulatory bodies to comply with specific regulatory requirements such as for tax
purpose.
D. To provide details of the company’s structure and record important transactions and
decisions.
4. Statement(s) below is (are) true about company’s Constitution:

A. It is known as Memorandum and Articles of Association.
B. The Companies Act 2016 does not allow for the alteration of a Constitution by the
company.
C. It is a legal document which sets out the objects and powers of a company and also
governs the internal affairs and management of the company.
D. The company Constitution also acts as a contract which binds the company, its
shareholders and also the directors, and may contain covenants and procedures
which they would have to comply with.
5. Which of the following statement(s) is/are correct?

A. Members circular resolution must be signed by the simple majority of agreed
members.
B. Only private companies can pass a written resolution unless the resolution is on the
removal of a director or an auditor before the expiration of his term.
C. Written resolution may be proposed by the directors or by any member holding at
least 15% of the voting rights in the company.
D. Resolutions in writing and duly signed shall be deemed as resolution passed at a
meeting.
6. In the case of a company having more than one (1) member, two (2) members personally
present at a meeting or by proxy shall be a quorum and the constitution specifies two (2)
members/proxies are sufficient.
A. True
B. False
7. Annual general meetings (AGMs) must be held not more than 18 months from the
preceding annual general meetings
A. True

CONFIDENTIAL
B. False
8. Which of the following statement(s) is/are correct with regards to the First AGM as
stipulated by the Companies Act 2016:
A. First AGM must be held within 15 months from the date of incorporation.
B. Once in every calendar year.
C. If a company is not able to convene an AGM within the period, the company can
extend the time.
D. First AGM must be held within 18 months from the date of incorporation.
9. What is the duty of a company secretary BEFORE the annual general meeting?
A. To read the notice when instructed by the chairman.
B. To send the report and accounts to all registered shareholders
C. To file signed copies of the annual audited accounts with the registrar.
D. To send copies of the minutes of the general meetings to the directors.
10. When a member has passed away and the company has been notified of the
deceased, the person representing the deceased is entitled to receive a notice to attend
the general meeting.
A. True
B. False
11. Below are the requirements to convert the status from private limited company to public
limited company EXCEPT:
A. To instruct the secretary to call for a general meeting to pass a special resolution to
convert the status of the company
B. To change the company name to a new name
C. To amend its name by removing the word Sendirian
D. To prepare a statement in lieu of prospectus and statutory declaration of compliance
in a prescribed form for those company that has not issued prospectus
12. Which of the following statement about inspection of statutory books and documents is
UNTRUE?
A. The statutory books must be made available at all times for inspection by persons
entitled
B. Company must make document and record available for inspection by person entitled
to inspect
C. Company must provide proper facilities to enable the documents and records to be
inspected.
D. The person entitled to inspect the documents and records must be allowed to make
copies or take extracts from the documents and records at a prescribed fee.
13. The correct procedure of selecting names for a company is to choose the names that are
available in the system by the Registrar.
A. True
B. False
14. An Extraordinary General Meeting can be conducted by the following EXCEPT:

A. A request by any members holding more than 10% issued share capital
B. Any creditors who are not satisfied with their payment schedule
C. Any director may whenever he thinks fit
D. Court
15. Bianda is the owner of half of the issued shares of Bianda Sdn Bhd. She is also a director
of the company. Specify in which statutory books must her name be included.

CONFIDENTIAL
A. Register of members
B. Register of directors, managers and secretaries
C. Register of substantial shareholders
D. Index of members
16. Which of the following is/are the quantitative criteria of the Primary Listing Criteria by
Bursa Malaysia?
A. Profit test
B. Market capitalization
C. Bumiputera equity requirement
D. Identifiable core business
17. The lodging of a constitution is one of the compulsory steps of incorporation process for
companies limited by shares.
A. True
B. False
18. A director of a listed company can be removed from the board by members through an
ordinary resolution in a general meeting
A. True
B. False
19. Which of the following statement(s) is(are) applicable for companies limited by
guarantee?
A. It requires no upfront capital contribution from members.
B. It is the only company registration type that can promote art, science, religion, charity
and pension schemes.
C. Can apply to omit the word ‘Berhad’ or ‘Bhd’ from the company name.
D. Can be converted to other company registration type.
20. The reasons why private limited companies choose to convert into public limited
companies are as follows:
A. They want to be in the public sector.
B. They want to gain the benefits of limited liability.
C. They want to raise additional capital to expand the business.
D. They do not want to comply with the restrictions on the transfer of shares.
21. Limited liability describes a situation where:

A. The responsibility of the shareholders for the debts of a company is limited to the
value of their personal wealth.
B. The responsibility of the shareholders for the debts of a company is limited to the
number of debentures they hold in the company.
C. The responsibility of the shareholders for the debts of a company is limited to the
amount they agreed to pay for the shares when they bought them.
D. All shareholders are equally responsible for all the debts of the company.
22. Which of the following statement is NOT correct?

A. A limited liability partnership is registered under Registrar of Business.
B. An exempt private company has not more than 20 members who are natural persons
C. Company limited by shares is a type of public company.
D. Company limited by guarantee is a type of private company.

CONFIDENTIAL
23. The following are the declarations made by a director before their appointment
EXCEPT:
A. He is not an undischarged bankrupt
B. He does not give his consent to act as director of the company
C. He has not been convicted whether within or outside Malaysia of any offence
D. He has not been imprisoned for any offence within the period of 5 years
immediately preceding the date of the declaration
24. The following is(are) the situation(s) where the director must retire:
A. The end of the term of a contract
B. Lost in the election of directors
C. Not re-nominated for election upon their compulsory retirement
D. When the chairman of the BOD does not like him
25. A director will be disqualified by virtue of office if he/ she:

A. failed to act honestly and to exercise reasonable diligent in the discharge of statutory
duties as a director
B. failed to turn the company for making a better profit than previous year
C. failed to use the expected & special knowledge, skills and experience as a director in
carrying their duties
D. improper use of company’s property, position, business opportunity and competing
with the company
26. A director will be disqualified by virtue of office according to statute when he/ she failed
to make proper declaration to the company and accepted the offer as the auditor of the
company
A. True
B. False
27. A director may tender his resignation immediately by giving a written notice to the
company at its registered office
A. True
B. False
28. All of the following are claimed advantages of joint ventures:

A. the costs of a new project can be split between the companies involved.
B. management of the joint venture will be prone to competitive disagreements.
C. manufacturing costs will be divided between the firms in the venture.
D. joint ventures between firms in different countries will create new market
opportunities.
29. Securities Commission has made it mandatory for Public Listed Company Directors to
attend the Mandatory Accredited Programme (MAP).
A. True
B. False
30. The following is (are) allowed to demand for a "poll” in a meeting

A. Any members present in person or proxy holding less than 10% of the total voting
rights of all the members present at the meeting
B. Three members present in persons or proxy
C. Any member (s) holding shares more than 10% of the total paid-up capital
D. Chairman

CONFIDENTIAL
31. A company limited by share may decide to adopt a constitution by passing an ordinary
resolution in a general meeting.
A. True
B. False
32. Choose the INCORRECT statement among the following statements:

A. A borrowing corporation shall use its best endeavours to carry on and conduct its
business in a proper and efficient manner
B. A receiver is appointed to safeguard the interest of the debenture holders in the
enforcement of the security of their loan.
C. The court would not be allowed to appoint a receiver of the property secured for the
debenture holders as such provisions are not stated in the constitution of the
company
D. Trustees for debenture holders occupy a fiduciary position and are expected to carry
out their duties with care and diligence.
33. Upon notification of the allotment of the shares, the applicant (allottee) shall:
A. Become a member of the company and is bound by its constitution
B. Become entitled to company’s operational responsibilities
C. Become entitled to company’s share capital
D. Become solvent
34. Choose the correct statement among the following:

A. It is the duty of a trustee to ensure that the assets of the borrowing corporation are
sufficient to discharge the principal debts
B. It is the duty of a trustee to ensure that the prospectus is consistent with terms and
references of the debentures
C. It is the duty of a trustee to ensure that the borrowing corporation commit any breach
with any provisions in the trust deed
D. It is the duty of a trustee not to remedy any breach of trust deed
35. Choose the wrong statement among the following:

A. The directors of the companies that bought back the shares may resolve to cancel
the shares so purchased
B. The directors of the companies that bought back the shares may resolve to retain the
shares so purchased in treasury (referred to as “treasury shares” in CA 2016)
C. The directors of the companies that bought back the shares may resolve to transfer
the shares to sinking fund
D. The directors of the companies that bought back the shares may resolve to retain part
of the shares so purchased as treasury shares and cancel the remainder
36. Pursuant to the Companies Act 2016, the Board has all the power to make borrowings.
A. True
B. False
37. A liquidator in Malaysia should be: (Choose all the CORRECT answers)
A. A Malaysian citizen or permanent resident;
B. A member of recognized professional body
C. 3 years of full-time working experience in the field of liquidation
D. He is indebted to the company or to a corporation that is deemed to be related to the
company in an amount exceeding RM25,000

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38. Which of following statement(s) given below is/are INCORRECT regarding charges?
A. A fixed charge is a charge which attaches to specific assets owned by the company
B. A floating charge is a charge which attaches to a specific or a class of assets
C. In a fixed charge, companies need to pay a fixed interest annually in using those
assets
D. Floating charge is less secured compared to fixed charge such as companies may
not replenish those assets after disposing it off.
39. X Bank Bhd. is seeking possession of NJO Sdn. Bhd.’s land which has been mortgaged
to X Bank Bhd. NJO Sdn Bhd is
A. in liquidation
B. under receivership
C. under judicial management
D. being wound up
40. A proof of debt states the amount owing by a company to a person supported by relevant
documents.
A. True
B. False
(Total: 40 marks)

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PART B – THREE (3) QUESTIONS (60 MARKS)
ANSWER ALL QUESTIONS
QUESTION 1
PART A
For the past year, you have served as a company secretary for JWK Sdn Bhd. However,
Encik Amri, the company's sole director, has been tough to reach in recent months. You tried
sending electronic mail and WhatsApp messages but received no response. The letters sent
to his private address were returned. Even worst, he was not answering his phone.
You are considering resigning from your position as the company secretary of JWK Sdn Bhd.
a) Explain the steps you may take to vacate the office of a company secretary.
(5 marks)
PART B
Encik Yusof has recently incorporated a public manufacturing company named Syntex Bhd
with two of his friends, Encik Danial and his wife, Puan Sara. They are also the first
subscribers and directors. You have been appointed as the first company secretary of
Syntex Bhd and is required to advise the board of directors about procedures upon
incorporating a public company. Immediately after getting a notice to commence business,
you are required to convene a board meeting to deal with certain formalities to commence
business.
Before convening the first board of directors’ meeting, Encik Yusof requested information
regarding proceedings of the shareholders meeting, its requirements, and types of resolution.
He is also suggesting for a written resolution to be carried out to resolve the difficulties that
they will have to face in convening a shareholders meeting during this COVID-19 pandemic.
Required:
a) Explain briefly any six (6) agendas for the first board of directors’ meeting of Syntex Bhd.
(6 marks)
b) Describe the proceedings of the meeting relating to the quorum as stipulated in Section
328, Companies Act 2016.
(5 marks)
c) Advise Encik Yusof on the option of a written resolution during the COVID-19 pandemic
for Syntex Bhd as provided by the Companies Act 2016.
(4 marks)
(Total: 20 marks)
QUESTION 2
Winding up a business is not the same as bankruptcy, though it is usually a result of

bankruptcy. Bankruptcy is a legal proceeding that involves creditors attempting to gain
access to a company's assets to settle the debt due by the company. Although there are
various types of bankruptcy, the proceedings can help a company emerge as a debt-free
new entity and usually smaller.

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Winding up is the process of dissolving a company. While winding up, a company ceases to
do business as usual. Its sole purpose is to sell off stock, pay off creditors, and distribute any
remaining assets to partners or shareholders. Conversely, once the winding-up process has
begun, a company can no longer pursue business as usual. The only action they may attempt
is to complete the liquidation and distribution of its assets. At the end of the process, the
company will be dissolved and will cease to exist.
Required:
a. List six (6) persons who may petition to call for a compulsory winding up.
(6 marks)
b. Briefly describe the commencement of a compulsory winding up.

(4 marks)
c. If the company itself is the petitioner, briefly explain the procedure to wind up the
company.
(4 marks)
d. Since the company has difficulty paying its debts, explain three (3) circumstances
when a company is said to be unable to pay its debts.
(6 marks)
(Total: 20 marks)
QUESTION 3
PART A
Senja Salju Sdn Bhd (SSSB) is a private company. The chairman of the company is
seeking your view on the following matters:
a. One of the shareholders, Puan Nur Huda, wants to give her shares worth RM25,000
to her son Encik Fauzi. However, she is confused between the transfer and
transmission of shares.
Explain with example the differences between transfer and transmission of shares.
(6 marks)
b. Briefly explain FOUR (4) reasons for a company to purchase its shares.
(4 marks)
PART B
Registration of charges with the CCM is designed to assist the secured creditor and at the
same time give notice to all those doing business with the company of the total amount of
the company’s debts. The CA 2016 provides that certain charges given by companies must
be lodged for registration with the Registrar.
Required:
a. List any SIX (6) categories of charges that must be lodged with the Registrar for
registration.
(6 marks)

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b. The statement containing Particulars of a Series of Debentures must be registered

with the registrar within 30 days from the date of execution of the instrument.
Briefly explain the particulars of the statement.

(4 marks)
(Total: 20 marks)
END OF QUESTIONS

CONFIDENTIAL
CONFIDENTIAL 1 AC/FEB2021 ODL/CRG530/660

FINAL EXAMINATION
DATE : 16 FEBRUARY 2021
TIME : 9.00 – 12.00 NOON (3 HOURS)
SUBMISSION TIME : 12.00 NOON – 12.30 PM (30 MINUTES)
1. This question paper consists of TWO (2) parts: PART A (40 Questions)
examiner.


FINAL EXAM
CORPORATE SECRETARIAL PRACTISE (CRG660)
GROUP:
STUDENT ID:
FULL NAME:
LECTURER’S NAME:


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PART A – 40 QUESTIONS (40 MARKS)

1. Companies Act 2016 requires a company having different classes of shares to state
prominently in its constitution the following, EXCEPT
A. that the company’s share capital is divided into different classes of shares
B. that the voting rights attached to shares in each class
C. that the company’s share capital has the provision for factoring of assets
D. that the descriptive title of shares in the class shall include the words “voting” and
“non-voting”
2. The company must furnish a registered shareholder or any debenture holder with a
copy of the register upon request and payment of the prescribed fee.
A. True
B. False
3. What are the statutory updates and statutory filings which must be made upon the
resignation of a company secretary of a private company
A. The resignation must be entered in the company’s register of directors,
managers and secretaries
B. The resignation must be entered in the company’s register of company
secretarial practice
C. Notified to the Registrar of Companies on the appropriate form within 30 days
of the date of resignation
D. The resignation of the company secretary requires acceptance and consent by
the registrar.
4. The company secretary may opt to vacate office as a company secretary by lodging
the notice of resignation to the Registrar instead of the board of directors of the
company.
A. True
B. False
5. The Companies Act 2016 provides for forfeiture and the constitution may provide that
the directors may forfeit shares by a resolution to that effect. The power arises only
after the following, EXCEPT for
A. A member has failed to pay a call;
B. A notice requiring payment of the call has been sent; and
C. The member has failed to comply with that notice.
D. A member becomes solvent
6. Choose the wrong statement among the following:

A. The company can purchase its own shares if the listed company is solvent at the
date of the purchase and will not become insolvent by incurring the debts
involved in the obligation to pay for the shares so purchased
B. The company can purchase its own shares if the purchase is made in good faith
and in the interests of the company
C. The company can purchase its own shares if the purchase is made for the
purpose of utilising any surplus funds unused from financing and investing
activities
D. The company can purchase its own shares if the purchase must be made through
the Stock Exchange on which the shares of the company are quoted and in
accordance with the relevant rules of the Stock Exchange
7. Which of the following statements about fixed charge is NOT TRUE:

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A. A fixed charge is attached to a specific asset

B. The company cannot deal with the assets without prior consent of the lender.
C. If a fixed charge is created over a company fixed asset, it will follow the assets
when the asset was sold without prior consent of the lender.
D. On occurrence of certain events, a fixed charge become a floating charge.
8. Which of the definition given below is incorrect?

A. Mortgage debenture- Secured on property of the company either in the form of
floating or a fixed charge.
B. Redeemable debentures- Issued with a fixed date for redemption or are
redeemed within specified period.
C. Convertible debenture – Option to convert to redeemable debentures within the
period stated in the condition of the issue.
D. Simple debenture- issued without security and on winding up, the holders would
rank with the unsecured creditors.
9. The company’s regulations and guidelines relating to practising certificate for

secretaries of the Companies Act 2016 is (are):
A. To outline the registration procedures as well as the duties and responsibilities
of a secretary.
B. To enhance the standard of professionalism and competency within the
profession through a central database monitored by Companies Commission of
Malaysia (CCM).
C. Enforced immediately upon issuance of Companies Act 2016
D. To ensure that the shareholders choose the qualified person to be appointed as
the company secretary.
10. The board has all powers necessary to manage, direct and supervise the management
of the company’s business including power to make borrowings.
A. True
B. False
11. The term borrowing for companies includes all the financial instruments as below
EXCEPT:
A. Debenture Stock
B. Bonds
C. Sukuk
D. Loan
12. A solvent company has the choice for either a creditor’s or a members’ voluntary
winding up.
A. True
B. False
13. A person is not qualified for an appointment as an interim liquidator or liquidator of a

company for the following reasons EXCEPT
A. he is indebted to the company or to a related corporation an amount exceeding
RM25,000
B. he is an officer of the company;
C. he is a partner or employee of an employee of an officer of the company;
D. if he is discharged of an offence involving fraud or dishonesty punishable
imprisoned for three months or more.
14. The role of Bursa Malaysia Securities Berhad is to administer and enforce the
Companies Act 2016 and all its subsidiary legislation.

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A. True
B. False
15. Securities Commission (SC) is responsible for regulation and development of

companies and futures industries in Malaysia.
A. True
B. False
16. Which of the following is the correct combination of the role of CCM and SC?
CCM SC
A. To administer and enforce the To monitor the regulation

Companies Act 2016 and all its pertaining to listing requirement
subsidiary legislation. and stock exchange
B. To make rules, interpret rules, To serve as agency that accept

investigate and enforce rules the relevant documents pertaining
relating to securities laws. to incorporation.
C. To inspect, investigate and To regulate conducts of brokers,
compound offences under the dealers, investment advisors, the
relevant Acts it administers exchange and public companies
D. To govern investors, brokers and To monitor the laws of the

companies with regard to listing companies related to
requirements and stock exchange. incorporation and winding up.
17. The major changes in the Companies Act 2016 which relates to directors and annual
general meeting was under purview of CCM.
A. True
B. False
18. Company limited by share are required to lodge a constitution to the CCM within 30
days after the incorporation of the companies.
A. True
B. False
19. Registers of directors’ shareholding must be produced at the commencement of each

annual general meeting (AGM) and attendees shall be allowed to inspect the register.
A. True
B. False
20. “The notice of meeting had been properly sent and every member is entitled to attend
and vote at the meeting.”
This will best describe how a meeting is properly constituted.

A. True
B. False
21. The following are the ordinary business of an AGM:

A. To receive the audited accounts
B. To re-elect director
C. To re-appoint auditors
D. To decide dividend to be declared

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22. Which of the following is/(are) the CORRECT statement(s) for resolution?
A. Special resolution requires 85% majority in which it needs to be within 25 days.
B. Ordinary resolution requires 95% majority that need to be passed within 14 days.
C. Ordinary resolution requiring special notice can be done when there are issues
such as removal of a director that are newly appointed six months ago.
D. Ordinary resolution required the special notice can be done when there is an
appointment of a new auditor immediately subsequent to the removal of existing
auditor
23. The following are the types of resolution issued:

A. Ordinary resolution and special resolution.
B. Member resolution, special resolution, special notice resolution.
C. Ordinary resolution, special resolution and special notice resolution.
D. Member resolution, ordinary resolution, special notice resolution.
24. A company cannot appoint its director to act as its first company secretary unless the
constitution permits.
A. True
B. False
25. The following statement(s) is (are) CORRECT:

A. The company secretary is appointed by the board of directors only
B. The company secretary is appointed during AGM and an ordinary resolution is
passed for that purpose.
C. A person who is disqualified as a company secretary may continue to act as a
company secretary of a company(ies) with approval of the court.
D. A company must appoint a new company secretary 30 days after the effective
date of the resignation of the former company secretary.
26. Limited liability partnership (LLP) is regarded in law as a legal person and it can have
an unlimited number of members.
A. True
B. False
27. One of the differences between a public limited company and a private limited company
is
A. The public limited company has limited liability.
B. The public limited company can only raise a limited amount of capital.
C. The public limited company has a limited number of shareholders.
D. The public limited company can sell shares on the open market.
28. Choose TWO (2) correct statements on the general principles and characteristics of
names acceptable for registration
A. The use of mixture of Bahasa Malaysia and English is not allowed.

B. Correct spelling and proper grammar must be used
C. Refrain from using words which are too general
D. Names which resemble elements of religion
29. Choose the correct statements on the names of company which are prohibited under
the Direction of the Minister.

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A. Names suggesting connection with a member of the royal family or royal

patronage
B. Name that are identical to an existing company, corporation or business
C. Names that are undesirable and unacceptable
D. Names suggesting connection with any ASEAN, Commonwealth or foreign
government or with any other international organisations.
30. The Registrar shall have the right to determine the manner in which the registered
name of the company is to be displayed at the business premises.
A. True
B. False
31. A company incorporated under the Companies Act 2016 is a body corporate and shall
continue in existence until it is removed by the Registrar
A. True
B. False
32. The following statement(s) is/(are) correct in relation to foreign company, EXCEPT:
A. The foreign company name which is to be registered in Malaysia should be the
same as the name registered in its country of origin.
B. The application to commence operation of a foreign company shall be
accompanied with a statement by the agent of the foreign company confirming
his consent for the appointment.
C. In the event of a foreign company which does not prescribe any share capital, a
flat rate of RM70,000 shall be paid to SSM.
D. A notice of registration of foreign company will be issued within ONE (1)
working day by SSM upon compliance with the procedures and submission of
duly completed documents.
33. A public company having a share capital may convert to a private company by passing
a special resolution and it must be accompanied with a Statement in Lieu of
Prospectus.
A. True
B. False
34. The conversion of the company shall take effect on the issue of the notice of conversion
and shall not affect the identity of the company.
A. True
B. False
35. Dhira is a director of Fountain Success Bhd. She also holds half of the issued shares
of the company. Specify in which statutory books must her name be included.
A. Register of members / Index of members
B. Register of directors, managers and secretaries
C. Register of substantial shareholders
D. Register of charges
36. The composition of a non-executive director must be at least one quarter of the board
of directors according to the CA 2016.
A. True
B. False
(Answer: False)

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37. The following are the declarations that allows a person to be appointed as a director
before his appointment EXCEPT:
A. He is an undischarged bankrupt
B. He does not give his consent to act as director of the company
C. He has not been convicted outside Malaysia of any offence
D. He has not been imprisoned for any offence within the period of 5 years
immediately preceding the date of the declaration
38. Which of the following is a characteristic of an exempt private company?

A. Having more than 20 members
B. Shares can be owned by individuals and corporations
C. A non-profit making company
D. Having not more than 20 members
39. A director includes

A. Chief Executive Director
B. Chief Information Officer
C. Chief Operating Director
D. None of the above
40. Sometimes a director is appointed to represent the interests of a major shareholder or

creditors on the board of directors. This type of director is also known as:
A. Managing director
B. Associate director
C. Nominee director
D. Alternate director
PART B – THREE (3) QUESTIONS (60 MARKS)

QUESTION 1 (A)
Dato’ Tazzudin Ramzey, a professional engineer and Datuk Kushairie Ahmad, a professional
architect have decided to venture into a property development business after having been in
employment for more than 25 years. Although their business, TRKA Bhd, has only been in
operation for the last 1 year, they manage to secure many big projects. In fact, getting
approval for bank facilities is not an issue for them. As experts in their respective professions,
they still lack the experience and know-how of managing a company. They are aware that
any non-compliance to rules and regulations can tantamount to heavy penalties under the
Companies Act 2016 (CA 2016) and also by the Regulators. Hence, they intend to bring in
more independent directors into the company and have seek your advice on some pertinent
issues. As a company secretary, it is your duty to advise on the following areas of concern.
Required:
a) Briefly explain three (3) criteria of a non-executive director

(3 marks)
b) Discuss the items to be included in the declaration of a person before he can be
appointed as a director of a company.
(4 marks)
c) Discuss the effect of disqualification of a person as director of a company.
(6 marks)

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QUESTION 1 (B)
Companies listed on Bursa Malaysia are permitted to buy back their own shares from the
stock brokers and such shares are called treasury shares. CA 2016 provide that where
shares are held as treasury shares, the company shall hold such shares in a securities
account in accordance with the relevant rules of the stock exchange or the central depository
as defined in section 146, as the case may be.
Required:
a) Provide three (3) actions that can be made by directors of the company pertaining to
treasury shares
(3 marks)
b) Explain the impact on the shareholders whose shares are being bought back by the
company
(4 marks)
(Total: 20 marks)
QUESTION 2
The annual general meeting (AGM) season for Singgah Maju Bhd is currently under way,
with a financial year ending on 30 June each year. However, due to the outbreak of Covid-
19, the company should rethink its arrangements for the AGM, taking into consideration the
potential bans on large gatherings, travel restrictions and the risk that venues selected for
the meetings may not be available due to unexpected closures.
The Board of Directors of Singgah Maju Bhd called for an urgent meeting to discuss on the
possibility of holding the current year AGM virtually. The previous AGM of the company was
held on 15 November 2019. As the company secretary, you are required address the
following issues:
a) Discuss briefly the last date for convening the AGM 2020 in accordance with the CA 2016
(5 marks)
b) Explain how the requisite of a valid meeting in the AGM can still be fulfilled even though
it is being conducted virtually.
(6 marks)
c) Explain the general rules on voting with regards to section 293(1) of Companies’ Act
2016.
(4 marks)
d) Explain to the Board, your action plans to ensure that future AGMs of the company will
be held effectively and are well prepared for any possibilities.
(5 marks)
(Total: 20 marks)
QUESTION 3
Muntajat Sdn Bhd (MSB) is a SME with its registered office in Sepang, Selangor. It was
incorporated in January 1995 as “Muntajat Manzila Sdn Bhd” before becoming a public listed
company in 2002 under the then second board of the Kuala Lumpur Stock Exchange (now

CONFIDENTIAL
Bursa Malaysia). The public listed company used the name “MM Bhd” and was mainly
involved in the production of halal household products.
After 7 years of profitable business, MM Bhd faced serious setbacks in its business
operations due to poor governance and declining demand for its products. Some of its
business assets have to be sold in 2010 to repay its loans, and some of the assets were
placed under receivership. Finally, in 2013, MM Bhd sold its business to another public listed
company. Through a series of share buybacks and capital reduction exercises, MM Bhd
managed to downsize the company and in 2017 finally changed its status into a private
limited company, using the name Muntajat Sdn Bhd (MSB).
MSB is practically a dormant company with the exception of a few activities. It still pays a
regular payment to July Bank Bhd (JBB) for the piece of land and the building used as its
registered office. Both assets have been charged to JBB. It also spends on administrative
expenses. In 2019, the Board decided to cease the operation of the company.
Required
a. Is it possible for MSB to apply for deregistration? Explain.

(3 marks)
b. Since MSB has not been actively involved in business, JBB is concerned that MSB may
not be able to make its instalment and finally finishes its loan.
i. What can JBB do to recover its loan?

(2 marks)
ii. Explain the process of compulsory winding up.

(6 marks)
iii. Explain the effects of a liquidator’s appointment in a dissolution

(3 marks)
iv. Explain the functions of a committee of inspection in the dissolution process

(4 marks)
c) If the investigation of the liquidator of a company undergoing member’s voluntary

dissolution discovered that for the past 6 months the company was unable to fulfil its
obligations. Suggest a tentative option that the liquidator should take.
(2 marks)
(Total 20 marks)

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CONFIDENTIAL 1 AC/JULY2020 ODL /CRG530/660

FINAL EXAMINATION

EXAMINATION : JULY 2020 ODL
TIME : 2 HOURS
1. This question paper consists of one (1) part: PART A (40 Questions)
2. Answer ALL questions from PART A in the ODL platform provided by the examiner.
3. Do not bring any material into the examination room unless permission is given by the
examiner


PART A
Seksyen 1 – TRUE FALSE
THERE ARE 15 TRUE/FALSE QUESTIONS IN THIS SECTION. ANSWER ALL

QUESTIONS
1. Crystallization is the process by which a fixed charge converts into a floating charge in
order to ensure that the borrower cannot use
a) True
b) False
2. Where the company cannot by reason of its liabilities continue its business, it may resolve
to wind up by a special resolution and such a winding up shall be a Compulsory winding
up
a) True
b) False
3. The accidental omission to give notice of meeting or the non-receipt of notice of a meeting
by any member shall invalidate a meeting
a) True
b) False
4. A voting by poll can ONLY be demanded before a meeting is convened
a) True
b) False
5. A private company cannot yet commence business upon the issuance of the Notice of
Registration by the CCM
a) True
b) False
6. An exempt private company must not have more than 20 members and the members can
be natural persons or other corporations
a) True
b) False
7. An auditor of a company can also be a director of that company
a) True
b) False
8. CA 2016 vested the power to issue shares to the members of a company
a) True
b) False
9. Robbie, Razak and Rowlatt formed an association between themselves. They collect
donations from individuals they know, use the money as capital to start a charity sale. This
is NOT a partnership by definition.
a) True
b) False
10. Where the Registrar determines that a company has ceased to be a private company and
automatically becomes a public company, the company needs to submit a statement in
lieu of prospectus within 14 days from CCM's notice to the company
a) True
b) False
11. The first secretary is named in the incorporation documents
a) True
b) False
12. Criteria stated by Minister of Trade and Industry in Section 26 (1) of Companies Acts 2016
are allowed to be used for naming a company.
a) True
b) False
13. The Securities Commission is not the only central authority responsible for the regulation
and development of the securities and future industries in Malaysia
a) True
b) False
14. Nordin is a director and the sole owner of Tumpang Sekaki Sdn Bhd. His name would be
listed in the register of substantial shareholdings
a) True
b) False
15. The lodging of a constitution is part the incorporation process for companies limited by
guarantee
a) True
b) False

Seksyen 2 - MULTIPLE CHOICE QUESTIONS
THERE ARE 15 MULTIPLE CHOICE QUESTIONS IN THIS SECTION. ANSWER ALL

QUESTIONS
16. "To regulate the market and its participants, including the listed issuers and their directors
and advisers, Participating Organisations, Trading Participants, Clearing Participants,
Authorised Depository Agents and Authorised Direct Members". This is the function of
a) Companies Commission
b) Securities Commission
c) Bursa Malaysia
d) All of the above
17. The following companies need not upload its constitution upon incorporation EXCEPT
a) Assam Garram Sendirian

b) Limau Merah Sdn Bhd
c) Yayasan Bantuan Banjir Bhd
d) All of the above
18. The following is NOT a reason for converting from a private to a public company
a) Raising capital through public issue of shares

b) Widening the shareholder base and spreading risk
c) Concentration on control of shares
d) Growth and expansion opportunities
19. Under the Malaysian Code of Corporate Governance a company secretary is required to
be EXCEPT
a) capable of carrying the duties

b) limit his Secretaryship of companies to a number in which he can best and fully devote
his times and effectiveness
c) support the chairman in ensuring the effective functioning of the board
d) ensure effectiveness of board committees
20. A company has as its objectives as (i) promoting art and (ii) promoting science. The
company most probably has as its name
a) Artisanscience Sdn Bhd

b) Artisanscience Sendirian
c) Yayasan Artisanscience Bhd
d) Arstisancience Bhd
21. "A company has limited liability and unlimited powers". This exclude the notion that
a) a company can sue and be sued

b) a company can acquire, own, hold, develop or dispose of any property
c) a company has perpetual succession
d) a company can do any act which it may do or to enter into transactions

22. Which of the following statement about inspection of statutory books and documents is
UNTRUE?
a) Company must make document and record available for inspection by person is
entitled to inspect
b) Company must provide proper facilities to enable the documents and records to be
inspected.
c) The person entitled to inspect the documents and records must be allowed to make
copies or take extracts from the documents and records.
d) The statutory books must be made available at all time for inspection by persons
entitled
23. Which of the followings will NOT be situation allowed for a one-man meeting?
a) Class meeting where one person owns all the shares

b) One member turned up for an AGM of a public company
c) Wholly owned Subsidiary
d) Sole Member of a private company.
24. The followings are the individuals entitle to receive notice of a general meeting EXCEPT:
a) A registered shareholder
b) Every entitled person to share
c) Every registered Debtors
d) The auditors for the time being of the company
25. The following statement about treasury shares is untrue. Treasury shares
a) are shares bought from the stock exchange

b) can be resold in the stock exchange;
c) owner is entitled for dividends from company profit
d) can be transferred as purchase consideration
26. The following statements are not in general true, EXCEPT
a) All companies are allowed to provide financial assistance to acquire its own shares.
b) Public companies are allowed to provide financial assistance to acquire their own
shares.
c) Private companies can provide financial assistance to acquire their own shares.
d) Public companies in the insurance business can provide financial assistance to acquire
their own shares
27. A non-revolving credit
a) allows the borrower to use the same finance over and over
b) depletes over time despite repayment
c) is a form of fixed loan
d) usually is a long-term loan

28. An interim liquidator
a) collects the assets of the liquidating company

b) is an accountant by profession
c) is appointed by the committee of inspection
d) must not be indebted to the company
29. An executive director
a) is a member of the board without executive responsibilities in the company

b) is an employee of the company
c) receives fees which are determined by members at general meeting
d) can only be appointed by the committee of remuneration
30. Ah Meng holds class B shares in JHGF Bhd. The following statement is not true
a) his rights can be found in the constitution

b) he may not be able to vote in general meeting
c) his rights can be changed if agreed by all class B shareholders
d) a resolution in general meeting of class B is sufficient to change his rights
Section 3 - Check boxes
THERE ARE 10 CHECK BOXES QUESTIONS IN THIS SECTION. ANSWER ALL

QUESTIONS. YOU MAY NEED TO CHOOSE MORE THAN ONE ANSWER FOR EACH
QUESTION.
31. The followings are criteria of a director's resolution EXCEPT:
a) It requires a simple majority of votes.

b) Directors do not vote by proxy unless stated in Company's Constitutions
c) The chairman of the meeting is given a second vote or a casting vote.
d) It must be made through Formal or Face to Face Meeting
32. An Extraordinary General Meeting can be conducted by the followings EXCEPT:
a) A request by any members holding more than 10% issued share capital
b) Any director may whenever he thinks fit
c) Any creditors who are not satisfied with their payment schedule
d) Court
33. One of the most important features of the securities is that they are transferable, which
facilitates the company in acquiring permanent capital and liquid investment to the
shareholders. There are differences between transfer and transmission of shares which
permanent capital and liquid investment to the shareholders. There are differences
between transfer and transmission of shares which are
a) Transmission of shares refers to the transfer of title to shares, voluntarily, by one party
to another while transmission of shares means the transfer .

b) Transmission of share is initiated by transferor and transferee while transfer of shares

is initiated by Legal heir or receiver
c) Under transfer of shares, the liabilities of transferor cease on the completion of transfer
while under transmission of shares, the original liability
d) Transfer of share is a voluntary act while transmission of shares occurs in case if the
member passes away or becomes insolvent/lunatic.
34. Debt financing is capital acquired through borrowing of funds which are to be paid at a
later date. Which of the following are true about debt financing?
a) There is no interest charge

b) The lender will become a shareholder of the company
c) The company will have to pay the amount borrowed together with the interest charge
on regular basis
d) Higher risk of bankruptcy as compared to equity financing
35. In a reservation of name for a company limited by shares, the incorporation process that
MUST be followed are
a) Reserve a name
b) Appoint director(s)
c) Appoint secretary(ies)
d) Upload the company constitution
36. Ah Kow is the owner of AhKau Trading. Ah Kow wishes to turn the business into a Sdn
Bhd. The following MUST be done during registration
a) Register using MyCoID

b) Find another director
c) Find another shareholder
d) Find a company secretary
37. Sulian is the owner of half of the issued shares of Manja Bebar Sdn Bhd. She is also a
director of the company. In what statutory books must her name be included
a) Register of members
b) Index of members
c) Register of directors, managers and secretaries
d) Register of substantial shareholders
38. Which of the following will disqualify a person from acting as a company secretary?
a) A discharged bankrupt
b) Not convicted, within or outside of Malaysia for certain offences
c) A holder of a valid company secretary license
d) Ceases to be a member of a professional body prescribed by the Minister
39. Which of the following is NOT allowed to demand for a "Poll”
a) Chairman
b) Three members present in persons or proxy
c) Any members present in person or proxy holding less than 10% of the total voting
rights of all the members present at the meeting
d) Any member (s) holding shares more than 10% of the total paid-up capital.
40. The following are the documents required to incorporate a foreign company EXCEPT:
a) Certified true copy of Certificate of Incorporation

b) Certified true copy of Memorandum and Articles of Association ( Constitutions)
c) List of all employees
d) Appointment of agents


FINAL EXAMINATION

EXAMINATION : JULY 2020 ODL
TIME : 2 HOURS
1. This question paper consists of one (1) part: PART B (3 Questions)
2. Answer ALL questions from PART B in the ODL platform provided by the examiner.
examiner


PART B
QUESTION 1
Gary, Larry and Jerry have recently incorporated Protiga Chemicals Sdn Bhd. The company
was incorporated on 3 August 2019 with its principal activity in the chemical engineering
industry. All three of them were appointed as the directors of the company. The agenda of
the first board of directors’ meeting, which was scheduled for 10 August 2019 includes the
appointment of Chris Lee as the Managing Director who will be responsible for the overall
activities of the company’s operations. As a newly appointed and inexperienced board of
directors, Gary, Larry and Jerry also wish to propose that the directors of the company be
given loan facilities for personal use.
Required:
a. Discuss the terms of appointment for a Managing Director.

(6 marks)
b. In your own words, state the required form and the declaration to be made by a person
before his appointment.
(6 marks)
c. In your own words, advise Gary, Larry and Jerry on the relevant provisions in the
Companies Act 2016 on loans to directors and the exceptions to the rule.
(8 marks)
(Total: 20 marks)
QUESTION 2
Vector Bhd is a developer company planning to expand its business into the construction of
property building. In the board of directors’ meeting, the directors deliberated over the choice
of issuing either shares or debentures to finance the project. The majority of the board
members agreed to finance the project through issuance of debentures to avoid the control of
outsiders (new member).
The chairman requests the company secretary to give clarification on shares issuance and on
the types of debenture to issue to the public. In addition, they are not sure on the types of
charge that may attach to the debentures and seek further explanation on the issues above.
a. Explain to the board of directors of Vector Bhd the various options available for them to
issue share capital.
(6 marks)
b. In your own words, explain the characteristic of debentures.

(4 marks)
c. In your own words, Briefly explain the phrase “crystallization of floating charge”. State
the events that may cause the crystallization of the charge.
(4 marks)

d. Discuss the circumstances where the issuance of debentures is preferred than the
issuance of shares.
(6 marks)
(Total: 20 marks)
QUESTION 3
Due to some bad business decisions, Lingkup Berhad had to face heavy losses and some of
its members had decided to leave the company. Additionally, the company has difficulty in
fulfilling the payment of its debts.
With a few members left in the company, they are seeking for information on how to
compulsorily wind up the company. You are to advise the company secretary of Lingkup
Berhad on several information needed by the members.
Required:
a. List six (6) persons who may petition to call for a compulsory winding up.
(6 marks)
b. Briefly describe the commencement of a compulsory winding up.

(4 marks)
c. If the company itself is the petitioner, briefly explain the procedure to wind up the
company.
(4 marks)
d. Since the company has difficulty in paying its debts, explain three (3) circumstances
when a company is said to be unable to pay its debts.
(6 marks)
(Total: 20 marks)

CONFIDENTIAL AC/DEC 2019/CRG660

FINAL EXAMINATION
COURSE COMPANY SECRETARIAL PRACTICE
COURSE CODE CRG660
EXAMINATION DECEMBER 2019
TIME 3 HOURS
1. This question paper consists of two (2) parts: PART A (10 Questions)
2. Answer ALL questions from PART A and PART B in the Answer Booklet. Start each answer
on a new page.
invigilator.

ii) an Answer Booklet - provided by the Faculty

CONFIDENTIAL 2 AC/DEC 2019/CRG660
PART A
Answer ALL questions.
1. State the main characteristics of a company limited by guarantee.

(4 marks)
2. Identify any TWO (2) similarities between a Limited Liability Partnership and a Limited
Company.
(4 marks)
3. Briefly explain the FOUR (4) circumstances that can lead the Companies Commission
of Malaysia (CCM) to initiate the deregistration of a company.
(4 marks)
4. Outline FOUR (4) categories of company names prohibited by virtue of the direction of
the Minister.
(4 marks)
5. Determine FOUR (4) contents in the Register of Members as mentioned in Section 50

(1) of the Companies Act 2016.
(4 marks)
6. Briefly explain the terms associate director and alternate/substitute director.

(4 marks)
7. A public company may finance their operations through issuance of debentures.

Determine FOUR (4) rights of debenture holders.
(4 marks)
8. Briefly explain FOUR (4) reasons for a company to purchase its own shares.
(4 marks)
9. Outline the situations for a resignation of a company secretary.

(4 marks)
10. Determine FOUR (4) qualifications of a liquidator as provided by Section 433 of the
Companies Act 2016.
(4 marks)
(Total: 40 marks)

PARTB
Answer ALL questions.
QUESTION 1
Your managing director, Mr. Johari Johan brought his business associate from London,
Madam Clementine Brawn, to your office. Madam Clementine informed you that she had
decided to make Malaysia as her investment hub after seeing positive changes in the
Malaysian business environment. Prior to making any capital commitment, Madam
Clementine wishes to know more about the various instruments of investment available in
Malaysia. You, as a company secretary, are requested to assist Madam Clementine in
answering all her queries.
Required:
a. Explain briefly how debentures may be differentiated in Malaysia.

(6 marks)
b. Outline the procedures to issue debentures in Malaysia.
(6 marks)
c. Discuss the qualification of the trustee for debenture holders according to section 176
of the Companies Act 2016.
(8 marks)
(Total: 20 marks)
QUESTION 2
QAMA Sdn Bhd is in the process of being converted to a public company called QAMA Bhd.
Previously, as a private company, Miss Rina was the only sole director. Section 196(1) of the
Companies Act 2016 provides that a public company shall have a minimum of two directors.
Miss Rina, therefore, approaches Miss Ayu to be the other director of QAMA Bhd. However,
Miss Rina notes that Miss Ayu was previously the director of two wound up companies.
Required:
a. Describe the qualifications of a director with respect to the Companies Act 2016.
(6 marks)
b. Explain who may not be a director in accordance with the Companies Act 2016.
(8 marks)
c. Determine the position of Miss Ayu as the next director of the QAMA Bhd.
(6 marks)
(Total: 20 marks)

QUESTION 3
Shareholders of Merdeka Ria Bhd (MRB) and their respective shareholding are as follows:-
Dato' Basir 25%

Dato' Tan Kaw Kaw 12%
KMN Bhd 30%
Datin Lee Choo Leng 33%
The Board of Directors of MRB comprises of Dato' Tan Kaw Kaw, Datin Lee Choo Leng, Dato'
Basir and Dato' Shahrir who is the corporate representative of KMN Bhd.
a. The board of MRB insists to know who has the power to convene an Extraordinary
General Meeting (EGM) for the company. Advise the board.
(4 marks)
b. Dato' Shahrir seeks your advice as to how KMN Bhd can exercise its rights to request
an EGM for the purposes of removing Dato' Tan Kaw Kaw as a director of MRB.
(6 marks)
c. State the methods of giving notice to the members, if KMN Bhd could convene the EGM
to remove Dato' Tan Kaw Kaw.
(5 marks)
d. At the EGM held to remove Dato' Tan Kaw Kaw, Dato' Tan Kaw Kaw demands that the
motion of removing him is by a poll basis. Advise (with reasons) the Chairman in the
meeting, whether he/she should allow the demand from Dato' Tan Kaw Kaw.
(5 marks)
(Total: 20 marks)
i Hak Cipta Universiti Teknologi MARA CONFIDENTIAL

TEST CRG660 – COMPANY SECRETARIAL PRACTICE
DATE: 2 JANUARY 2020
PART A
GROUP:
STUDENT ID:
FULL NAME:
LECTURER’S NAME:
Regulations or any of the Chief Invigilator/ Invigilators’ instructions. If found otherwise, I
can be barred from taking the assessment or can be brought to the Student Disciplinary
Action Board.
Institutions (Discipline) Act 1976, and can be punished with a maximum penalty from the
University if I am found guilty of a disciplinary offence.
READ THE INSTRUCTIONS BELOW:
1) ANSWER ALL QUESTIONS:

PART A (30 QUESTIONS)
PART B (2 QUESTIONS)
2) PLEASE WRITE THE ANSWER
3) READ THE QUESTIONS CAREFULLY
4) SUBMIT THE QUESTIONS AS INSTRUCTED BY YOUR LECTURER
QUESTION 1
Listed below are the functions and powers of Companies Commission of Malaysia (SSM) except:
A. To carry out research and commission studies on any matter relating to financial and
business activities.
B. To ensure that the provisions of the Companies Commission of Malaysia Act and laws
are administered, enforced, given effect to, carried out and complied with.
C. To act as agent of the Government and provide services in administering, collecting and
enforcing payment of prescribed fees or any other charges under the laws administered.
D. To advise the Minister generally on matters relating to corporate and business activities
in relation to the laws administered.
QUESTION 2
SSM fulfils its function to ensure compliance with business registration and corporate legislation
through comprehensive enforcement and monitoring activities so as to sustain positive
developments in the corporate and business sectors of the Nation.
A. True
B. False
QUESTION 3
Statements below explain the importance of maintaining statutory books, except:
A. To avoid inconsistencies or missing records that may foster distrust of buyers or investors
B. To collaborate or cooperate with any other societies/organisations, bodies or government
agencies to form smart partnerships in implementing the functions of the Commission
C. To provide information required for audits purpose or be requested by regulatory bodies
to comply with specific regulatory requirements such as for the tax purpose.
D. To provide details of the company structure and record important transactions and
decisions.
QUESTION 4
Statements below explains about company’s constitution, except:
A. It is known as the Articles and Memorandum of Association.
B. The Companies Act 2016 does not allow for the alteration of a Constitution by the
company.
C. It is a legal document which sets out the objects and powers of a company and also
governs the internal affairs and management of the company.
D. The company Constitution also acts as a contract which binds the company, its
shareholders and also the directors, and may contain covenants and procedures which
they would have to comply with.
QUESTION 5
Annual general meetings must be held not more than 15 months from the preceding annual
general meetings
A. True
B. False
QUESTION 6
In the case the company having more than one (1) member, three (3) members personally present
at a meeting or by proxy shall not be a quorum even though the constitution specifies two (2)
members are sufficient.
A. True
B. False
QUESTION 7
Which of the following statements are incorrect?
A. Members circular resolution must be signed by the majority of agreed members.
B. Only private companies can pass a written resolution unless the resolution is on the
removal of a director or an auditor before the expiration of his term.
C. Written resolution may be proposed by the directors or by any member holding at least
15% of the voting rights in the company.
D. Resolutions in writing and duly signed shall be deemed as resolution passed at a meeting.
QUESTION 8
Which of the following statements are incorrect with regards to First AGM as stipulated under
Section 340 of Companies Act 2016:
A. First AGM must be held within 18 months from the date of incorporation.
B. First AGM must be held within 15 months from the date of incorporation.
C. ONCE in every calendar year.
D. If a company is not able to convene an AGM within the period, the company can extend
the time.
QUESTION 9
What is the duty of secretary DURING the annual general meeting? To send the report and
accounts to all registered shareholders
A. To send the report and accounts to all registered shareholders
B. To file signed copies of the annual audited accounts with the registrar.
C. To read the notice when instructed by the chairman.
D. To send copies of the minutes of the general meetings to the directors.
QUESTION 10
“It is convened to transact special business which are too urgent to wait until the next AGM”
The statement above is best to describe…
A. Annual general meeting.
B. Extraordinary general meeting.
C. Directors meeting.
D. Statutory meeting.
QUESTION 11
Below are the requirements to convert the status from private limited company to public limited
company EXCEPT:
A. The directors shall instruct the secretary to call for a general meeting to pass following
special resolutions
B. To amend its name by removing the word Sendirian
C. The company shall prepare a statement in lieu of prospectus and statutory declaration of
compliance in a prescribed form for those company that has not issued prospectus
D. To change the company name to a new name
QUESTION 12
The Registrar shall register an application if
A. He is satisfied that all the requirements of this Act in respect of the registration
B. It is known to him about the unlawful purpose of the business
C. Application is received but the prescribed fees in yet to be paid.
D. The proposed business has yet to list the proposed auditor
QUESTION 13
The correct procedure of selecting names for a company is to choose the preferred names
shortlisted by the Registrar.
A. True
B. False
QUESTION 14
Choose two (2) CORRECT Statements from the following statements:
A. The application for incorporation shall be accompanied by a statement from each
promoter
B. A change of name of a company shall affect the rights or obligations of the company
C. A company may resolve that its name be changed by ordinary resolution.
D. A company shall disclose its registered name and company registration number on its
websites.
QUESTION 15
Choose two (2) CORRECT Statements from the following statements:
A. The former name of the company shall appear beneath its present name for a period of
not less than 6 months.
B. Applicant may appeal against decision of the Registrar to the Minister
C. Registrar has the power to direct a company to change its name
D. If there is a change of name, all proceedings using the former name will be discontinued
automatically.
QUESTION 16
Which of the following is NOT the quantitative criteria of the Primary Listing Criteria by Bursa
Malaysia?
A. Profit test
B. Market capitalization
C. Bumiputera equity requirement
D. Lock – up period
QUESTION 17
The company must first apply to be listed before changing the status in order to complete the
listing procedures in half the time.
A. True
B. False
QUESTION 18
All of the following are claimed advantages of joint ventures EXCEPT:
A. the costs of a new project can be split between the companies involved.
B. manufacturing costs will be divided between the firms in the venture.
C. joint ventures between firms in different countries can create new market opportunities.
D. management of the joint venture will never lead to disagreements.
QUESTION 19
Which of the following statements applicable for companies limited by guarantee?
A. It requires no upfront capital contribution from members.
B. It is the only company registration type that can promote art, science, religion, charity and
pension schemes.
C. Can apply to omit the word ‘Berhad’ or ‘Bhd’ from the company name.
D. Can be converted to other company registration type.
QUESTION 20
The main reason why the owners of many private limited companies convert into public limited
companies is that:
A. They do not want to remain in the private sector.
B. They want to gain the benefits of limited liability.
C. They do not want to disclose the annual accounts.
D. They want to raise additional capital to expand the business.
QUESTION 21
Limited liability describes a situation where:
A. The responsibility of the shareholders for the debts of a company is limited to the value
of their personal wealth.
B. The responsibility of the shareholders for the debts of a company is limited to the number
of debentures they hold in the company.
C. The responsibility of the shareholders for the debts of a company is limited to the amount
they agreed to pay for the shares when they bought them.
D. All shareholders are equally responsible for all the debts of the company.
QUESTION 22
Which of the following statement is NOT correct?
A. An unlimited company is a type of public company.
B. An unlimited company is a type of private company.
C. Company limited by shares is a type of public company.
D. Company limited by guarantee is a type of private company.
QUESTION 23
The following are the Declaration made by a director before their appointment except:
A. He is not an undischarged bankrupt
B. He has not been convicted whether within or outside Malaysia any offence
C. He has not been imprisonment for any offence within the period of 5 years immediately
preceding the date of the declaration
D. He does not give his consent to act as director of the company
QUESTION 24
The following is/are the situation(s) where the director must retire except:
A. The end of the first year of appointment
B. Lost in the election of directors
C. Not re-nominated for election upon their compulsory retirement
D. When the chairman of the BOD does not like him
QUESTION 25
A director will be disqualified by virtue of office EXCEPT if he/ she:
A. failed to act honestly and to exercise reasonable diligent in the discharge of statutory
duties as a director
B. failed to use the expected & special knowledge, skills and experience as a director in
carrying their duties
C. improper use of company’s property, position, business opportunity and competing with
the company
D. failed to turn the company for making a better profit than previous year
QUESTION 26
A director will be disqualified by virtue of office according to statute when he/ she failed to make
proper declaration to the company and accepted the offer as the auditor of the company
A. True
B. False
QUESTION 27
The followings are the restrictions on loan to a director in a non-exempt private company
EXCEPT:
A. Cannot give loan to its company's director
B. Cannot give loan to the siblings of the director
C. Cannot give loan to a director of a company which is deemed to be a related company
D. Do not allow the director to enter into any agreement or provide any security in connection
with a loan made to such director.
QUESTION 28
A director of listed company can be removed from the board by members through special
resolution in a general meeting
A. True
B. False
QUESTION 29
Bursa Malaysia has made it mandatory for directors of only public companies to attend within 4
months of their first appointment as Public Listed Company Director the Mandatory Accredited
Programme (MAP)
A. True
B. False
QUESTION 30
The particulars of the proposed first secretary may be given in the application for incorporation of
the company and that person’s name is deemed to have been appointed to that office upon the
incorporation of the company.
A. True
B. False
QUESTIONS
CRG660 – TEST
DATE: 2 JANUARY 2020
PART B
GROUP:
STUDENT ID:
FULL NAME:
LECTURER’S NAME:
READ THE INSTRUCTIONS BELOW:

1) ANSWER ALL QUESTIONS:
PART A (30 QUESTIONS)
PART B (2 QUESTIONS)
2) PLEASE WRITE THE ANSWER
3) READ THE QUESTIONS CAREFULLY
4) SUBMIT THE QUESTIONS AS INSTRUCTED BY YOUR LECTURER
QUESTION 1
Ulung Bistari Bhd has been active in manufacturing personal health care products and health-
related equipment over the last 10 years. The company has undergone several changes with
the outbreak of Corona Virus 19 (CV-19) to meet a very high demand for products and highly
unique drug specifications.As a result, a specialist, Dr. Siruv Anorococ (Dr. Siruv), has been
appointed as part of the new Board of Directors. Dr. Siruv, being a doctor all his life, is a
stranger to the management of a company and really needs a company secretary's guidance
in his daily decision-making processes when it comes to legal and regulatory matters.
Required:
a) Dr. Siruv asked you about the Director's Training Program, as required by the
Corporate Governance Code of Malaysia. Explain this to him.
(5 marks)
b) Dr Siruv impressed with your knowledge on corporate governance had asked whether
you can join the corporation as one of the directors. Explain to him on this matter with
an example.
(5 marks)
c) Dr. Siruv is confused about the features of alternate and associate directors. Briefly
explain the features of these two portfolios to him.
(5 marks)
d) Dr. Siruv is interested to understand the challenges you face as the company secretary
during this pandemic, while struggling to comply with the pertinent requirements of the
Companies Act 2016. Share the challenges that you have faced during this pandemic
with him.
(5 marks)
(Total: 20 marks)
QUESTION 2
As the Coronavirus disease (COVID-19) pandemic has continued to impact every aspect of
the businesses and lives, Digitaland Bhd have had to change the way shareholder meetings
have been held. The feedback from most of shareholders indicates that company opted for
meetings that were fully virtual in nature by allowing shareholders to dial into calls or video
conferencing platforms from anywhere.
The board of directors of Digitaland Bhd instructed you as a company secretary to hold for an
Extraordinary General Meeting (EGM) virtually. The purpose of the meeting is to pass the
following special business:
i) To amend the company's constitution by adding “To construct, maintain, alter

and improve or subscribe to the construction, maintenance and improvement of
any buildings, factories, roads, ways, water works, canals tramways, railways,
quays, wharves and works of all kinds relating to any business of
the Company necessary or convenient for the purpose of the Company” in the
object clause.
ii) To change its name from Digitaland Bhd to DTL and Bhd.
The board has instructed you as a company secretary to carry out your duties and related
matters for the shareholders’ meeting.
a) In your own words, provide reasons why a company needs to convene an

Extraordinary General Meeting (EGM)
(2 marks)
b) Explain briefly the persons who have the authority to convene an Extraordinary General
Meeting for Digitaland Bhd.
(4 marks)
c) Prepare the notice of the Extraordinary General Meeting (EGM) of the company by
including all the relevant agenda to be considered at that meeting.
(9 marks)
d) A proxy is a person appointed by a member on his or her behalf to attend, speak and
vote at a general meeting. Provide situations in which the appointment of a proxy
becomes invalid.
(5 marks)
(Total: 20 marks)
(TOTAL: 40 marks)

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CONFIDENTIAL 1 AC/FEB 2022/CRG660/530

UNIVERSITI TEKNOLOGI MARA

COURSE : COMPANY SECRETARIAL PRACTICE

i) the Question Paper

4. Answer ALL questions in English.

DO NOT TURN THIS PAGE UNTIL YOU ARE TOLD TO DO SO

ANSWER ALL FORTY (40) QUESTIONS

A. It is an exchange holding company approved that governed by Securities Commission

Which of the following statement(s) is/(are) CORRECT?

© Hak Cipta Universiti Teknologi MARA CONFIDENTIAL

Which of the following statement can make a person be a Substantial Shareholders?

Property of the company belongs to the:

Companies Commission of Malaysia (CCM) is responsible in handling the monitoring and

© Hak Cipta Universiti Teknologi MARA CONFIDENTIAL

Choose a correct statement

A. A director may remove a company secretary immediately in accordance to his own

A. LLP is regarded in law as a legal person.

A. Annual general meeting.

© Hak Cipta Universiti Teknologi MARA CONFIDENTIAL

A. To arrange for suitable venue for the meeting

The following are directors according to Companies Act 2016 except:

A. A public company must have at least two (2) directors

© Hak Cipta Universiti Teknologi MARA CONFIDENTIAL

According to Companies Act 2016, an executive director is:

A. A registered representative of shareholder

Director will be disqualified according to statute when he/she:

A. holds the minimum required shares

A. Rights issue and Bonus issue

© Hak Cipta Universiti Teknologi MARA CONFIDENTIAL

Which of the following statement about debenture is NOT TRUE?

Which of the following asset cannot be used to create a charge:

A. A charge to secure any issue of debentures

Which of the following company may apply for de-registration?

© Hak Cipta Universiti Teknologi MARA CONFIDENTIAL

A. Compulsory winding-up : appointment of liquidator

Choose the situation(s) when an EGM can be convened.

Circular Resolution to members is applicable to a private company as an alternative to

© Hak Cipta Universiti Teknologi MARA CONFIDENTIAL

The purpose(s) of the Closure of the Register of Members is/(are):

The voting by show of hands are as follows:

Pick the CORRECT statement(s) about the Directors’ Resolution.

A. Directors’ resolution can only be used during an emergency period.

© Hak Cipta Universiti Teknologi MARA CONFIDENTIAL

© Hak Cipta Universiti Teknologi MARA CONFIDENTIAL

ANSWER ALL THREE (3) QUESTIONS

A. Najah is a company secretary for BoardRoom Sdn Bhd, a well-known Malaysian

a. The procedure to appoint a new Non-Executive Director in a public company.

b. The terms of appointment as a Managing Director of the company.

B. Mr Raymond is another non-executive director of Terlajak Cantik International Bhd. Mr

© Hak Cipta Universiti Teknologi MARA CONFIDENTIAL

END OF QUESTION PAPER

© Hak Cipta Universiti Teknologi MARA CONFIDENTIAL

UNIVERSITI TEKNOLOGI MARA

COURSE : COMPANY SECRETARIAL PRACTICE

COURSE CODE : CRG530/660

DATE : 2 AUGUST 2021

TIME : 2.15 – 5.15 PM (3 HOURS)

SUBMISSION TIME : 5.15 PM – 5.45 PM (30 MINUTES)