1

DPA5053 COMPANY LAW

TOPIC 5: COMPANY MEETING

PN. SUHANA BINTI MOHD JAMIL

 Course Learning Outcomes
2

Describe correctly the management and

administration as well as the winding up of a company
in accordance with Company Act 2016. (C2, PLO1).

At the end of this chapter, students should be able

to:
Discuss statutory meetings, annual general meetings,
extraordinary general meetings and class meetings
Discuss notice, special notice, agenda, resolution,
proxy, quorum and voting
Discuss minutes of meetings
3

Notice Minutes
Types
Definiti of of
of
on Meeting Meeting
Meeting
s s
 Definition
4

What is Meeting?
Meeting
Get together of
individuals or persons
with some plans Business Meeting
When two or more
persons gathered as
Company Meeting per given notice to
When the members of discuss some business
a company gather at a matters
certain time and place
to discuss business
affairs
 4
Ty
Types of Meeting M p
ee es
tin o
g f
5

Annual
Statutory
General
Meeting
Meeting
Extraordin
ary Class
General Meeting
Meeting
 Statutory Meetings
6

Held only by public companies limited by shares.

Held at the beginning of a company once in a
lifetime.
S142(1) every public company limited by shares
must hold statutory meeting between 1-3 months
after it is entitled to commence business.
The director is responsible to convening the meeting.
S142 & S145 The director shall forward the
statutory report to every member of the company at
least 7 days before the meeting and lodge a copy of it
with CCM.
 Statutory Meetings
7

The meeting aim is to discuss the formation

of the company and its prospect;
Enable the members to meet the director

Discuss matters related to business of the

company
S218(1)(b) The court may order for winding
up if the company fail to lodge the statutory
report or in holding the statutory meeting.
 Statutory Meetings
8

During
Before
the
Meeting
Meeting
List of
members
together
Statutory
with
report
respective
shareholding
s of
Agenda
the meeting
Duly certified
formation
by at least 2
or matters
directors
arising in the
report
 Statutory Meetings
9

Statutory
1. Number of
shares allotted
Report 3. Name and
2. Account 4. Contracts
and addresses
consideration
Fully paid up Money Directors Approval of
or partially received and Managers members
paid up paid Secretaries Proposed
Paid in cash, Preliminary Auditors modifications
in kind or expenses Trustees or
both debentures
Total cash holders
received for
the shares
allotted
 Co Pub
Annual General Meetingsm lic
pa
10 ny
S340(1) every public company shall hold AGM
once in every calendar year.
S340 (2) AGM must be held within 6 months
after financial year end and not more than 15
months after the last preceding AGM.
S340(3) 1st AGM must be held within 18
months of its incorporation.
S340(4) It is the directors responsibility to
convene an AGM and may apply to ROC for an
extension of time.
 Co Pub
Annual General Meetingsm lic
pa
11 ny
S340(5) if company fails to convene AGM, by
court order, any member may called for AGM.
AGM is the only forum and opportunity for the
members to meet and query the directors on
matters pertaining to the running of the
company.

What if the S340(6) - . Shall be

company guilty on conviction,
fails to hold liable to fine
AGM? <RM20,000
 Co Pub
Annual General Meetingsm lic
pa
12 ny
S340(1) - Matters to be discuss during
Annual General Meeting
Laying of audited Election of
financial directors in place
statements and of those retiring
auditors reports
Appointment and Declaration of
fixing of the fee dividends
of directors
Any resolution or other business of
which notice is given in accordance
 Pr
Co iva
Annual General Meetingsm te
pa
13 ny
For private companies, the AGM is
optional. However, members holding at
least 5% of paid up capital to request the
directors to hold a physical meeting
where:
It has been more than 12 months since the
holding meeting
The proposed resolution is not defamatory, or
would not be in the companys best interests
 Pr
Co iva
Annual General Meetingsm te
pa
14 ny
Matters normally considered at an AGM;
Accounts are to be circulated within 6 months
of the financial year end and lodged with SSM
Auditor may be appointed first by the board,
then approve by members
The retirement and election of directors can
be decided by the members by way of written
resolution
 Extraordinary General
15
Meetings
An EGM is convened to transact special
businesses or to pass resolutions which
are urgent and cannot be delayed until
the next AGM.
Convened by the Board of Directors.
The EGM must be held not later than 2
months after receipt of the request.
 Extraordinary General
16
Meetings
A meeting may be requisitioned by:
Any member holding at least 10% of the paid-up
capital of the company carrying the right of voting;
or
If the company has no share capital, by members
who represent at least 5% of the total voting rights;
Director of the company; or
By the court

S144(2) the objects of the meetings should

be stated in the requisitions and must be
signed by the requestor before submitting to
the ROC.
 Extraordinary General
17
Meetings
When a request is made by members, the
directors must:
Convene meeting within 14 days from the
date of requisition
Hold the meeting on a date not later than 28
days after the date of the notice to convene
the meeting
Members may convene a meeting at the
companys expense if they had made a
request to the directors to convene a
meeting and the directors have failed to do
so.
 Extraordinary General
18
Meetings
S144(4) the court may also called for EGM
if there are issues to be discuss in the
meeting.
The meeting will be called in the same
manner as the meetings are called by the
directors.
 Class Meetings
19

The share capital of companies can and often

is, divided into more than one class of shares.
The existence of more than one class of
shares may mean that the consent of a class
or classes of shareholders is required in order
to make a particular decision binding on the
company.
When the meeting is arranged by any one
kind of shareholders it is called class meeting.
20

Quoru
Notice Voting
m

Special
Proxy
Notice

Resolut
Agenda
ion
 2
ty
pe
so
fn
21

Ordinary ot
ic e
Notice
- Given 14 days
before meeting

Special Notice of
Resolution
- Given 28 days before
meeting
 Notice of Meeting
22

It is important members are given

sufficient notice of the meeting.
The notice may be either given personally
or sent by prepaid post to each member.
S316(1) CA 2016 a meeting of
members of private company, shall be
called by notice of at least 14 days or any
longer period specified in its constitution.
 Notice of Meeting
23

S316(2) a meeting of members of a

public company, shall be called by notice:
In the case of an AGM, at least 21 days or any
longer period specified in its constitution; and
In any other case, at least 14 days or any
longer period specified in its constitution

S316(3) an AGM may be called by a

notice shorter than the period referred to in
subsection (2) if agreed by all the members
entitle to attend and vote at the meeting.
 Notice of Meeting
24

S316(6) any accidental omission to give

notice of a meeting to, or the non-receipt
of the notice by any member, shall not
invalidate proceedings at a meeting
 Notice of Meeting
25

Place

Natur
Conte
e of nt of Date
meeti Notic
ng
e

Time
 Notice of Meeting
26

S319 notice of a meeting shall be in

writing.
Partly in
Hard copy hard copy
and partly in
Electronics electronic
form form

S321(1) Notice of a meeting shall be given

to every member, director and auditor of the
company
 Special Notice of Resolution
27

If any member wishes to submit a resolution

in the meeting, that member is required to
give a special resolution of the resolution to
the company.
In this case, the special notice must be given
to the company;
Resolution to fired a director
Appoint new director to replace the fired director
Fired an auditor

Must be given at least 28

days before meeting
 What is Agenda of Meeting?
28

Anagendais a;
list ofmeetingactivities in the
order in which they are to be
taken up, beginning with the
call to order and ending with
adjournment.

It usually includes one or more

specific items of business to be
acted upon.
 What is Agenda of Meeting?
29

Agenda of a meeting contain:

Reading and approval of
minutes for previous meeting
Reports of officers, boards and
standing committees
Financial review
New business
Unfinished business and general
orders
Adjournment
 Resolution
30

Definition a firm decision to do or not to

do something or the action of solving a
problem, dispute, or contentious matter.

Ordinary special Special

resolution is a
anordinary
resolution of the
resolutionmay be
company's
passed by
shareholders which
shareholders with a
requires at least 75%
simple majority
of the votes cast by
more than 50% of
shareholders in favour
 Resolution
31

Special

In order for special resolution to pass, a

notice must be given to member at
least 28 days before meeting.

To change
companys
name
To amend MOA To reduce
and AOA share capital
 Proxy
32

S334(1) a member shall be entitled to

appoint another person as his proxy to
exercise his rights to attend, participate,
speak and vote at a meeting.
S334(3) letter of appointing a proxy
must be signed and send to registered
office of the company not less than 48
hours before meeting. the failure to do
so, will be treated as unvalid.
 Proxy
33

S336 a proxy may be elected to be

the chairperson of a meeting.

Termination to act as a proxy

S338(1) notice of termination the
authority to act as a proxy must be
received by the company at least 48
hours before the meeting.
 Quorum
34
the minimum number of
members of an assembly
or society that must be
Definition present at any of its
meetings to make the
proceedings of that
meeting valid.
S328(3) for the purpose of constituting a
quorum:
1 or more representatives appointed by a
corporation shall be counted as 1 member; or
1 or more proxies appointed by a corporation shall
be counted as 1 member
 Quorum
35

S328(4) no business shall be

transacted at any meeting of members
unless a quorum is present at the time.
S328(5) unless otherwise provided in
the constitution, if within 1 from the
time appointed for meeting, a quorum is
no present, the meeting;
Shall be dissolved; or
Shall adjourned to the same day in the next
week at the same time and place, or to
such day as the directors may determine.
 Voting / Poll
36

S332(1) on a poll taken at a meeting, a

member entitled to more than 1 vote need
note, if he votes, use all his votes or cast
all the votes he uses in the same way.
S332(2) if a poll is duly demanded, it
shall be taken either forthwith and the
result of the poll shall be the resolution of
the meeting.
 Chairperson
37

The chairperson for a meeting

(otherwise known as the chair) is the
person who has been appointed as the
highest ranking officer at the event.

The chairperson for a meeting presides

over the event to ensure that
participants are following the
conventions of the meeting.
 Chairperson
38

S329(1) who should be chairperson

must be stated in the companys
constitution and he shall preside as the
chairperson at every general meeting of
the company.
S329(2) if there is no chairman or the
chairman is not present within 15
minutes, the members present shall
elect 1 of their members to be
chairperson of the meeting.
 Minutes of Meeting
39

Every meeting must have minutes of

meeting that have been signed by the
chairperson.
Minutes of meeting will be a prima facie
proof that the meeting was held and all
matters discussed at the meeting were valid.

Minutes, also known asprotocolsor,

informally,notes, are the instant written record
of ameeting. They typically describe the events
of the meeting and may include a list of
attendees, a statement of the issues considered
by the participants, and related responses or
decisions for the issues.
 Minutes of Meeting
40

Records of resolutions and meetings

S341(1) every company shall keep
records comprising:
All resolutions of member passed otherwise
than at the meeting of members;
Minutes of all proceeding of meetings
Details provided to the company

S341(2) the records shall be kept for

at least 7 years from the date of the
resolution, meeting or decision.
 Minutes of Meeting
41

S341(3) every officer who

contravenes this section commits an
offence and is liable to fine <RM10,000.

Inspection of records of resolutions

and meetings
342(1) the records shall be kept
available for inspection:
At the registered office of the company; or
At another place which a notice has been
given
 Minutes of Meeting
42

Inspection of records of resolutions

and meetings (cont..)
S342(3) the records shall be made
available for inspection by any member
of the company without charge.
S341(4) any member entitled with a
copy of any minutes within 14 days
after he made a request in writing to the
company at a charge not more than
RM2 for every 100 words.
 Minutes of Meeting
43

Inspection of records of resolutions

and meetings (cont..)
S342(5) failure to comply with this
act will be liable to a fine <RM10,000
44 THE END
Q&A SESSION