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TUTORIAL 4 : COMPANY MEETINGS

1. What is special notice? Give the circumstances for which the notice is
required.
2. Adjournment is referred to continuing or extending the meeting which has
been actually held. Describe the procedure and give two circumstances
under which a meeting may be adjourned.
3. Explain the meaning of the meeting is properly constituted.
4. Having a caliber chairman of the meeting is essential in ensuring the
meeting is properly conducted. Who may be elected as a chairman of the
general meeting? What is a purpose of giving a casting vote to the
chairman?
5. Explain the right of shareholders to inspect register of directors
shareholding in AGM.
6. Describe the provision under the Companies Acts where the shareholders
have right to convene a general meeting.
7. Where a company should holds its general meeting?
8. Article 51 Table A of the Fourth Schedule to the Companies Act 1965
states that a resolution put to vote shall be decided by show of hands in
the first instance, unless a poll is demanded. Who may demand a poll and
how the poll can be implemented.
9. Discuss the difference between the following terms:
a. First Board meeting and Statutory meeting
b. Annual General Meeting (AGM) and Extraordinary General Meeting
(EGM)
c. Ordinary business and special business
d. Ordinary resolution and special resolution
e. Proxy and corporate representative
10. In completing a project for the Company Secretarial Practices class,
Sally a final year accounting student in Universiti Utara Malaysia visited

your Company Secretary firm to obtain some information. The following


questions were asked.
a. What are the main challenges facing by your company secretary firm?
b. Describe your duties as a Company Secretary before, during and after
the general meeting.
c. Where should the company secretary keep the minutes of the general
and board meetings? How can a member has a copy of minute of
previous meeting?
d. Explain the duties of Company Secretary in fulfilling the requirement of
section 131(7) of the Companies Act where the declaration of directors
interests is made.
11. You have been appointed as a new company secretary of Chimney
Bhd. The board of directors (BOD) is arranged to meet on 20 December
2008 to discuss and decide on the following matters:
i. To change the company name to Chimney Light Bhd.
ii.
To pay Datin Susan RM60,000 as a compensation since she is no
longer acting as a company director .
iii.
To approve retirement of Dato Abdul Mansur Ismail as a company
director.
iv.
To appoint Dato Salim Ahmad immediately to fill in vacancy due to
the retirement of Dato Abdul Mansur Ismail.
v. To propose Dato Lim Goh Poh and Mr Salleh Hassan for retirement
by rotation.
vi.
To approve account audited by Ku Lim & Co for the year ended on
30 September 2008.
The company is scheduled to hold the 4th Annual General Meeting (AGM)
on 15 January 2009. The above matters (if necessary) will be discussed
besides the ordinary businesses of AGM.
REQUIRED:
a. For each of the above matters, state whether the BOD should bring it
to General Meeting for the concern of the shareholders.
b. Draft the notice to convene the fourth AGM of Chimney Bhd. assuming
Table A of the Fourth Schedule to the Companies Act 1965 is applied
(Proxy form are not required).
c. Who should the notice of the meeting been given? How?
d. Re-election of directors is normally an ordinary business in the
companies AGM. What is the purpose of re-election of directors?
Describe the provision and procedure of re-election of director
according to Table A of the Fourth Schedule to the Companies Act
1965.