BAC 6A
GROUP 34
PERSONAL DETAILS
NAMES
MATRIC NUMBER
Suleiman Salum Mohamed
044806
Syed Ibrahim bin Hamid
044225
Mohd Aizzad bin Mohd Norrizan
044249
COURSE Bachelor of Accounting with Honours
COURSE DETAILS
Subject
Company Secretary and Practice
Subject Code
ACB32203
Lecturer Name
Ahmad Bin Othman
Group Assignment
Meeting and Resolution
Introduction
Company act has been the main reference for the company to operate their
business internally and externally. With the changing of the company act 1965 to
company act 2016, the company really need to alert on the change so they will not have
an issue with regulative body. So in this papers, it will discuss on meeting and resolution
with regard of company act 2016.
Class of Meeting
Class in this part is referring to different class of share and member. It exists
when the company issues different class of share. Class meeting is the meeting that
between shareholders in that particular of class concerning their rights and privileges.
Provision of subdivision 5 of this division in relation to meeting will being used to this
kind of meeting and still subjected to the specified modification in this subdivision.
Section 328 and 330 will not being apply in this type of meeting. The company law
2016 provide different quorum for variation of class meeting.
For a meeting between shareholders in the same class of share, meeting other than
adjourned meeting the requirement is at least two person holding one-third of the issued
class of share. Meanwhile for adjourned meeting, one person holding such class of share
is enough. But it is still subjected to the constitution of the company.
For meeting class of member, meeting other than adjourned required at least 2 person
representing one third of the voting, in person or by proxy to make the meeting can go
on. On the other hand, adjourned meeting required one member to attend it, in person
or by proxy. And it is still depending on the constitution of the company.
In relation to subsection 3, the proxy can only exercise the number of share that he or
she is being authorized for the voting rights. At the meeting, any member or proxy can
call for a poll.
Requisites of Valid Meeting
The Companies Act 2016 provides that a meeting may be called by the proper
authority. Under the Act, the meeting may be convened by the board of directors (s 310
[a]) and by any member (s 310 [b]) which such member most holds at least 10% of the
issued share capital of the company or a lower per centum as specified by the
constitution or if the company has no share capital, by at least 5% in the numbers of the
members or by the directors when requested by members (s 311) or by the court (s 314).
Next, the notice should be informed to those who have the right to it. According
to s 321 of the Acts, notice of meetings of members should be known to those people
such as (1) every member, director and auditor of the company (2) the reference to a
member in subsection (1) includes any person who is entitled to a share in consequence
of the death or bankruptcy of a member who, but for his death or bankruptcy, would be
entitled to receive notice of the meeting and the company has been notified of the
person’s entitlement in writing.
Besides that, the length of notice should be considered important in spreading the
information about the meeting that will be held. A proper notice in writing to every
member of the company is required by law for the holding of every valid meeting.
Notice must be given even though a member has waived his right to have notice.
Annual General Meeting
An annual general meeting (AGM) is required by law or mandate for the
company to assembly of a company's interested shareholders. At AGM, the company
directors present the annual report that include information for shareholders about the
company's performance and strategy. The shareholders who have voting rights, vote on
current issues, such as appointments to the company's board of directors, executive
compensation, dividend payments and selection of auditors.
According to company act 2016, section 340(1); every public company shall
hold an annual general meeting in every calendar year with the addition to the any other
meetings held during that period. But on other hand, the mandate requirement of private
company to hold an Annual General Meeting is exterminating under the company act
2016(Act 777). As such, in the climate of the private company, all private company’s
meeting is referred to as meetings of member.
Calling and holding of a General Meeting
A meeting of members may be assembly under the company act 2016 (Act777), section
310 by:
 The board director of the company
 Any members who at least hold 10% of the company issued share of the capital.
 In the case of the company do not have share of capital, at least 5% of the total
number of the members of the company.
Also the court may call for general meeting under company act 2016 (Act 777) section
314, either on its own motion or on the application of:
 A director of the company.
 A member of the company who would be qualified the right to vote at the
meeting.
 The personal representative of that member.
Extraordinary General Meeting
Company may have held meeting other than annual general meeting generally
which is called as extraordinary general meetings. This type of meeting is held usually
for the purpose of transacting any business which cannot be postponed till the next
annual general meeting. Such business includes alteration in the company’s
memorandum, alteration in article of association and etc. All business transacted at
extraordinary general meeting is called special business. It occurs regularly among a
company’s shareholders, executives and any other members. It usually called on short
notice and deals with an urgent matter, often concerning matters related company
management.
The only time shareholders and executive meet is during a company’s annual general
meeting, which usually occurs at fixed time. However, there is certain events that
require all shareholders to seat together to solve certain issues or problem. The
difference between annual general meeting and extraordinary general meeting is an
annual general meeting can only be held during business hours and not on a public
holiday while an extraordinary general meeting can be held out on any time. That is
why it is called extraordinary because to solve special events or problems.
However, there is no reference to an extraordinary general meeting under the
Companies Act 2016 (Act 777) unlike its predecessor, the Companies Act 1965 (Act
125). In practice, any meeting other that the annual general meeting will be referred to
as extraordinary general meeting, or general meetings under the Companies Act 2016.
Perhaps, company’s constitution and article association might include matters related
to extraordinary general meetings precisely.
Statutory Meeting
Statutory meeting is the first meeting of the public company shareholders. It
must be held not less than one month not more than six months from the date of the
company open the business. The statutory meeting is held once in life time of the
company. All private and a limited company by guarantee and do not have a share
capital no needed to hold such that meeting.
The aim of the statutory meeting with its statutory report is to put the shareholders of
the company on the possession of all the important fact relating to the new of the
company, such as what share have been taken up, how much money have been received
etc.
Conclusion
Therefore; we can see that from the point of view mostly the Malaysian
Company Act 2016 has been used as a main references and guideline for the both
private and public company on their business. All listed company under Bursa Malaysia
they have to follow all rules and guidelines as mentioned in the Company Act 2016.
The company act 2016, is the new version of company act 1965. It’s been seen that the
Company Act 2016 is just improve nearly all aspects of the company law in Malaysia.
Also, on the side of meeting and resolution of the members are still is same as the old
Act 1965, which is required for all public company they must hold an annual general
meeting in every year which include the member of shareholders of the company on
term of evaluate the company performance through the report. These will help the
committee and board of director on term of decision making.
REFERENCES
Companies Act 2016 (ACT 777) and Regulations. (As at 15th January 2018)