[简答题]GAM Statistics Limited is a company registered in Malta, which has as its sole director Matthew. The company is engaged in the development of software for the i-gaming industry and is doing extremely well. Matthew meets up with James, also a software developer who has recently won a tender. James encourages Matthew to leave GAM Statistics and set up a company together. Required: (a) In the light of the provisions of the Companies Act, 1995 explain the general duties of directors. (6 marks)

[简答题]GAM Statistics Limited is a company registered in Malta, which has as its sole director Matthew. The company is engaged in the development of software for the i-gaming industry and is doing extremely well. Matthew meets up with James, also a software developer who has recently won a tender. James encourages Matthew to leave GAM Statistics and set up a company together. Required: (b) Advise Matthew what action he should take with particular reference to the specific duties of directors not to compete with the company of which he is a director, and, to disclose any interest he may have in a contract with the company. (4 marks)

[简答题]Explain the distinction between a limited company and other forms of business organisation. (10 marks)

[简答题]Tanah Baru Sdn Bhd is a private limited company whose sole object is the manufacture of office furniture. Recently, the board of directors decided to expand its business to venture into ostrich farming. Pursuant to this decision the company purchased and obtained delivery of 2,000 ostriches from Ostry Sdn Bhd at a cost of RM 1 million. They are contemplating purchasing another 2,000 ostriches in two months’ time. Madeline, a member of Tanah Baru Sdn Bhd, is completely opposed to the idea of ostrich farming as it is outside the scope of the objects of the company. Required: Advise Madeline on the following: (a) whether the contract of Tanah Baru Bhd to purchase ostriches from Ostry Sdn Bhd can be challenged on the ground that it is outside the objects clause of the company and she could have the transaction set aside; (4 marks)

[简答题]Katch Co is a small private limited company. Although there are three members of its board of directors, the actual day-to-day running of the business is left to one of them, Len, who simply reports back to the board on the business he has transacted. Len refers to himself as the managing director of Katch Co, although he has never been officially appointed as such.Six months ago Len entered into a contract on Katch Co’s behalf with Mo to produce some advertising material for the company. However Katch Co did not wish to proceed with the advertising campaign and the board of directors have refused to pay Mo, claiming that Len did not have the necessary authority to enter into the contract with him.Required:Analyse the situation with regard to the authority of Len to make contracts on behalf of Katch Co and in particular advise whether or not Katch Co is liable to Mo. (10 marks)

[简答题]ABC Sdn Bhd is a small private limited company with five shareholders. Its directors are Ali and Balu. Its objects clause states as follows: (i) to manufacture and sell biscuits; (ii) to buy and sell wooden furniture; and (iii) to carry on any other business, which in the opinion of the board of directors can be carried on with the above businesses of the company. In April 2011, ABC Sdn Bhd entered into a contract with XYZ Sdn Bhd, a steel manufacturing company, for the purchase of 90,000 kilograms of steel. The steel will be delivered to ABC Sdn Bhd next month. The decision to purchase the steel was made by Ali and Balu with the intention of making the company branch off into the manufacture of steel cabinets and other office equipment made of steel. Charles, a shareholder, believes that the contract for the purchase of the steel is outside the scope of the objects clause of ABC Sdn Bhd. He seeks your advice in respect of this matter. Required: Advise Charles on:(a) whether the

[简答题]ABC Limited is a private limited liability company having 99% of its issued shares subscribed to by John Abela and the remaining 1% by his brother Paul Abela. Paul Abela also holds the post of director together with his brother. Paul Abela passed away in January 2007 leaving his brother John Abela as his sole heir. Despite such events ABC Limited has continued to trade. Required: (a) Explain whether ABC Limited can continue to exist with a sole shareholder; and (4 marks)

[简答题]Fran, Gram and Hen registered a private limited company Ire Ltd in January 2005 with a share capital of ￡300, which was equally divided between them, with each of them becoming a director of the company. Although the company did manage to make a small profi t in its fi rst year of trading, it was never a great success and in its second year of trading it made a loss of ￡10,000. At that time Fran said he thought the company should cease trading and be wound up. Gram and Hen, however, were insistent that the company would be profi table in the long-term so they agreed to carry on the business, with Fran taking less of a part in the day-to-day management of the business, although retaining his position as a company director. In the course of the next three years Gram and Hen falsifi ed Ire Ltd’s accounts to disguise the fact that the company had continued to suffer losses, until it became obvious that they could no longer hide the company’s debts and that it would have to go into

[简答题]ABC Limited is a private company limited by shares, which has adopted Table A as its articles of association. The authorised and issued share capital of ABC Limited is EUR 10,000 divided into 5,000 Class ‘A’ shares of EUR 1 each and 5,000 Class ‘B’ shares of EUR 1 each. Class ‘A’ shares enjoy preferential rights over dividends and repayment of capital. Mary holds 4,000 Class ‘A’ shares and 4,000 Class ‘B’ shares; Tim holds 500 Class ‘A’ shares and 1,000 Class ‘B’ shares; and John holds 500 Class ‘A’ shares. Mary wishes to remove the preferential rights attached to Class ‘A’ shares but Tim opposes. Required: Advise Tim. (10 marks)