1. MAICSA (AM550) CORPORATE SECRETARYSHIP PAST YEAR EXAMINATION PAPERS DECEMBER 2005 PREPARED FOR : PM ALICIA PREPARED BY : RAJA NURMUNIRA RAJA HARMAN SHAH

2.  (e) Which type of company is required to convene a statutory meeting? When is such a meeting required to be held and for what purpose?

3.  Section 142 (1) of Companies Act 1965 stated that every public company that is limited company and has a share capital shall, within a period of not less than one month and not more than three months after the date at which it is entitled to commence business, hold a general meeting of the members of the company to be called the ‘statutory meeting’.

4.  The purpose of the meeting:  to provide shareholders with information on the formation and the issue of shares of the company  To give shareholders the opportunity to discuss any matters relating to the formation of the company or arising out of the statutory report and also to consider its immediate prospect

5.  (h) Minto Sdn Bhd held its last annual general meeting (AGM) on 15 December 2004. The financial year-end of the company is on 30 June of each year. State, giving reasons, the latest date the company must hold its annual general meeting in the year 2005.

6.  Section 143 (1) of Companies Act 1965 ‘ a general meeting of every company to be called the “annual general meeting” shall in addition to any other meeting be held once in every calendar year and not more than fifteen months after the holding of the last preceding annual general meeting, but so long as a company holds its first annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year’.

7.  However, under section 169 (1) of CA 1965 ‘ the directors of every company shall, at some date not later than eighteen months after the incorporation of the company and subsequently once at least in every calendar year at intervals of not more than fifteen months, lay before the company at its annual general meeting a profit and loss account for the period since the preceding account (or in the case of the first account, since the incorporation of the company) made up to a date not more than six months before the date of the meeting’

8.  Thus, the latest date the company must hold its AGM is 31 December 2005 because not more than 6 months of the financial year end in order to table the profit and loss account and balance sheet of the company  Even section 143 (1) stated not more than 15 months but under section 169 (1) stated not more than 6 months because director of the company need to table the financial statement at the AGM

9.  You are the Company Secretary of ABC Bhd, a company listed on Bursa Malaysia. The articles of association of the company are in accordance with the requirements of Bursa Malaysia Securities Bhd. The company will be holding its 18 th Annual General Meeting (AGM) on 15 th December 2005. You have recently employed a new assistant who will be handling an AGM of a listed company for the first time. You are required to prepare and provide her with the following:

10.  (a) A checklist on the matters relating to proxy forms that she should check to ensure that only validly appointed proxies are allowed to attend the AGM  The proxy form shall be in writing (in the common or usual form) under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly auhtorized. The proxy form shall be deemed to confer authority to demand or join in demanding a poll as stated in Article 59 of Table A.  The proxy form shall be deposited at least 48 hours before the meeting under Article 61  The proxy appointed more than 2 shall be specify the proportions of the shareholding to be represented by each proxies

11.  (b) Instruction on the statutory register that must be produced and made available at the AGM  Register of directors' shareholding must be available at the meeting

12.  (c) A checklist of the actions required to be taken by the secretary after the AGM to ensure compliance with regulatory requirements.  Announcement to the Bursa immediately after the trading hour of the day of the AGM on the result of resolutions table at the AGM  Submit 2 copies of the published Annual Report to the Securities Commission (SC) for its retention within 14 days from the date of the AGM  Prepare minutes of the meeting for the Chairman signatures and then send copies to the directors for information and enter the minutes in the minute book  Prepare and lodge the Annual Return and audited accounts with the SSM within one month from the date of the AGM  If any have passed special resolution, shall lodged Form 11 to SSM