The Scheme of Arrangement Under Section 176 of the Companies in Malaysia - Free Essay Example

Sample details Pages: 5 Words: 1364 Downloads: 7 Date added: 2017/06/26 Category Law Essay Did you like this example? Scheme of arrangement under S 176 of Companies Act had been a formal corporate rescue process in Malaysia before the outbreak of financial crisis of South East Asia in 1997.[1] Although the purpose of the provision had never be a corporate rescue mechanism,[2] Scheme of arrangement not only can be applied by the insolvent company as a last straw to clutch at in saving the company, but also by ordinary company for adjustment of members or creditors rights, reorganisation of the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s share capital, and reconstruction or merger of a group of companies.[3] Many companies had sought Scheme of arrangement in saving the company from going into liquidation. Before the amendment in 1998, Some of the companies had just applied the restraining order under s176 merely to delay the repayment of the debt. This had constituted abuses of s176 and thus some amendments had been made. Don’t waste time! Our writers will create an original "The Scheme of Arrangement Under Section 176 of the Companies in Malaysia" essay for you Create order The amendment of section 176 was incorporated in the Companies (Amendment) Act (No.2) Act (A1043) 1998 with effect from 1 November 1998. The amendments retain all the existing provisions of section 176 but have added new provisions in the form of sections 176(10A) to 176(10E). S 176 had been constantly been criticised as having several deficiencies. Firstly, a company can applied for the restraining order in pursuant to s176(10) even without a proposed scheme of arrangement and meetings of creditors can be applied at a later stage. Time limit had not been provided in the provision when a proposed scheme has to be presented. Hence, debtor companies may misapplied the section solely to delay repayment period of the debt so that the company not be declared as insolvent. Secondly, the company existing management is allowed to be in-charged of companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s affairs and actively involve in structuring remedy to save the company from going into liquidation. This had being criticised as no equity because the existing management is the one who makes the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s financial state become dire. The failure to maintain the company by the existing management cause them loss of confidence from shareholders and the interests of creditors may not be adequately protected.. Thirdly, period of protection is not specified under S176. Court generally grants a six-month period for the scheme and may grants further period to extend the protection for three or six months. Such inconsistent period affects the creditorà ¢Ã¢â€š ¬Ã¢â€ž ¢s interest as they hardly to recover the debts against the company. In practice, the courts appear to be reluctant in granting a moratorium if the proposed scheme is loosely constructed and if the company who applied for such order is à ¢Ã¢â€š ¬Ã…“hopelessly insolventà ¢Ã¢â€š ¬Ã‚ .[4] It is illustrated in Sri Hartamas Develepment Sdn. Bhd v MBF Finance,[5] where the court had refuse to grant the orders made by the applicant under Sections 176(1) and 176(10) due to that proposed scheme lacks provisions for enforcement and the company is hopelessly insolvent. The decision has been agreed by several Australian authorities like Re Buildmat (Australia) Ltd.[6] There is another important decision which has also denotes the defects of the pre-amendment of Section 176. In the case of Re Kuala Lumpur Industries Bhd and Others,[7] the applicant filed to set aside the restraining order of debtor company under section 176(10). Depart from two cases mentioned above, the Court granted the restraining order. Thus, much criticisms has been put forward regarding the decision of this case because based on the facts, the applicant debtor did not make an application under s176(10) and only made an application under s176(1). To give remedy in response to the criticisms made by public, the subsections (10A), (10B), (10C), (10D), and (10E) under the S 176(10) had been inserted. Such amendment sought to h ave a more transparent in application of restraining order and to overcome the defects had been mentioned before. After Re Kuala Lumpur Industries Bhd,[8] an amendment has been made to restrain the period of restraining order for not more than ninety days or such longer period as the Court any for good reason allow if and only if it is satisfied that there is a proposal for a scheme of compromise or arrangement between the company and its creditors or any class of creditors representing at least one-half in value of all the creditors.[9] Besides, debtor company must proved to the court that the applied restraining order is necessary for a scheme of arrangement be prepared. Moreover, the debtor company seeking a restraining order is required to lodge a statement of affairs made up to a date not more than three days before, together with section 176 application. Another amendment is that the debtor company must fully disclose to the creditors the proposed scheme of arrangement. Sec tion 176(10C) provides that upon obtaining the restraining order, a debtor company is not longer be allowed to dispose its properties or to acquire any property other than in the ordinary course of business. Although the provision is amended for betterment as the probabilities of misusing the power granted under section 176 is reduced and an ailing company to ward off claims by obtaining a moratorium is also avoided, the amendment is not comprehensive to address some other defects in the provision. After the provision was being amended, but there is still an absence of an independent third party professional that would be able to determine whether creditors interest has been considered in the scheme .Although an independent director is required but his roles are not clearly stated and in fact he is not a qualified professional who entitled to form a convincing opinion.[10] The Corporate Law Reform Committee (CLRC) had made review and gives recommendation that certain modifi cations must be made to S 176, it can reverts to its pre-amendment form, where finality on the moratorium period had been emphasized, where any extension of moratorium period shall not allowed , and the moratorium period should only be applicable to creditors and not as against regulators.[11] Bibliography Textbook: 1. Shanty Rachagan, Janine Pascoe and Anil Joshi(2010). Concise Principles of Company Law in Malaysia (2nd edn LexisNexis, Petaling Jaya 2010), Chapter 21 2. Committee, C. L. (2007). A CONSULTATIVE DOCUMENT ON (1) REVIEWING THE CORPORATE INSOLVENCY REGIME THE PROPOSAL FOR A CORPORATE. Kuala Lumpur: Companies Commission of Malaysia. Website: 1. Nor Azimah Hj. Abdul Aziz ADIL(ITM), L. A. (1997, March 30). Malaysian Institute of Accountants . Retrieved December 12, 2014, from https://frsic.my/new/1_resourcecenter_research_detail.asp?id=14 Cases: 1. Sri Hartamas Develepment Sdn. Bhd v MBF Finance[1990] 2 MLJ 31 2. Re Buildmat (Australia) Ltd (1983 ) 1 ACLC 919 3. Re Kuala Lumpur Industries Bhd and Others [1990] 2 MLJ 180 Statute: 1. Companies Act 1965 [1] See also Aishah Bidin (2003) à ¢Ã¢â€š ¬Ã…“ Review of the Corporate debt restructuring regime and insolvency law in Malaysiaà ¢Ã¢â€š ¬Ã‚  Proceedings from Conference on Companies and Securities Law ,organized by Asia Business Forum, JW Merriot, Kuala Lumpur. [2] Section 176 (11) defines à ¢Ã¢â€š ¬Ã…“arrangementà ¢Ã¢â€š ¬Ã‚  as a reorganisation of the share capital of a company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both these methods. [3] Corporate Law Reform Committee, A CONSULTATIVE DOCUMENT ON (1) REVIEWING THE CORPORATE INSOLVENCY REGIME THE PROPOSAL FOR A CORPORATE REHABILITATION FRAMEWORK; (2) REVIEWING THE COMPANY RECEIVERSHIP PROCESS; AND (3) COMPANY CHARGES AND REGISTRATION PROCESS IMPROVEMENTS TO THE PRESENT REGISTRATION SYSTEM [August 2007] 14, 63 [4] Nor Azimah Hj. Abdul Aziz ADIL(ITM), LLM(Wales), Advocate Solicitor (Kuala Lumpur High Court), Law lecturer, Accoun ting Dept. Faculty of Business Management, UKM, Bangi, Corporate Rescue Malaysian Scenerio (Malaysian Institute of Accountants (MIA) 3/30/1997) https://frsic.my/new/1_resourcecenter_research_detail.asp?id=14 accessed 17 December 2014 [5] [1990] 2 MLJ 31 [6] if the court were to approve the proposed scheme, it would be lending its support to the sending into the market place to trade of a company which was hopelessly insolvent and thus a danger to the business community: Re Buildmat (Australia) Ltd (1983) 1 ACLC 919 [7] [1990] 2 MLJ 180 [8] Ibid [9] Section 176(10A)(a) of Companies (Amendment) Act (No.2) Act (A1043) 1998 [10] Corporate Law Reform Committee, A CONSULTATIVE DOCUMENT ON (1) REVIEWING THE CORPORATE INSOLVENCY REGIME THE PROPOSAL FOR A CORPORATE REHABILITATION FRAMEWORK; (2) REVIEWING THE COMPANY RECEIVERSHIP PROCESS; AND (3) COMPANY CHARGES AND REGISTRATION PROCESS IMPROVEMENTS TO THE PRESENT REGISTRATION SYSTEM [August 2007] 14, 70 [11] Corporate Law Reform Committee, A CONSULTATIVE DOCUMENT ON (1) REVIEWING THE CORPORATE INSOLVENCY REGIME THE PROPOSAL FOR A CORPORATE REHABILITATION FRAMEWORK; (2) REVIEWING THE COMPANY RECEIVERSHIP PROCESS; AND (3) COMPANY CHARGES AND REGISTRATION PROCESS IMPROVEMENTS TO THE PRESENT REGISTRATION SYSTEM [August 2007] 14, 70

The Goals Of Supply Chain Management Business Essay - Free Essay Example

Sample details Pages: 6 Words: 1877 Downloads: 4 Date added: 2017/06/26 Category Business Essay Type Argumentative essay Did you like this example? Increasing globalization has lead to an alarming concern regarding the improvement of the quality of the goods services, customized services, inventory reduction, information timing and the most important element i.e. the satisfaction of the ultimate customer. With increasing complexities the process of Supply Chain Management as well as the logistics process has become more more difficult as the level of demand is at its peak. Don’t waste time! Our writers will create an original "The Goals Of Supply Chain Management Business Essay" essay for you Create order In order to attain sustainable competitive advantage the firms should effectively integrate as well as incorporate the SCM systems in their work place (Figueiredo, 1994). SCM would help the organization to have a better positioning which would also help the companies to have a competitive edge over its competitors. Supply Chain Management The supply chain means a type of chain that constitutes of every activity which is associated with a flow or transforming the goods from raw materials stage i.e. the extraction, throughout toward the end user, such as the associated flow of information. The supply chain occurs to be a network which provides facilities or the distribution options which performs a function of procuring the materials, transforming this material into the intermediate or the finished product, along with the distribution of the finished product to the customers. A supply chain exists in both the manufacturing and the service organizations, whereas the complexities of this chain may differentiate greatly from organization to organization and a firm to another firm (Kleber, 1994). The management of Supply chain can be typically viewed as to a link between fully the integrated firms, whereas the entire flow of material is governed by the single firm or those where every member of channel operates inde pendently. Hence, the coordination among the different players in a supply chain is the main key in the effective management. The management of supply chain is compared to the well practiced and well balanced relay team. This team is considered to be more competitive where every player exactly understands how to be actually positioned for a hand off. The relationship tends to be the strongest among the players who pass t the batons directly, but whole team should make the efforts jointly in order to achieve the success (Flores, 2008). Components of SCM The components of SCM are considered to be an element that comes on third position in the framework of circulation of Fourth Square. The integration level or the management of the process of business link could be a function in the level and number that ranges towards high from low, components in combination to the links (Ellram Cooper, 1990). Consequently, by adding more components of management or increasing the levels of every component could increase a level towards the integration of its link of business process. The literature of the business process of re-engineering, relationships of buyers and suppliers, and the SCM specifies the different components that are possible, which should receive the managerial attention, at the time of managing relationships of supply. There are following components of SCM, they are: Planning and the controlling; organisational structure; and the work structure. A reverse chain  of supply is considered to be the process in managing the returns of goods. Reverse logistics can also be regarded as the Aftermarket Services of customers. That is, at any point of time the money can be taken from the companys warranty reserves or the budget of service logistics one could speak of the operations of reverse logistics (Billington, 1992). Importance of Management of Supply Chain Organizations nowadays increasingly estimate that they should rely on the effective chains of supply, or the networks, that competes in a global market or the networked economy.  The paradigms of new management, the concept in case of relationships of business extends above the boundaries of traditional enterprise which seeks in organizing an entire process of business throughout the value chain in many companies. From the past ten years, outsourcing, globalization, and  the information technology  which have enabled certain organizations, like  Hewlett Packard, Dell in successfully operate the solid coordinated networks of supply where every specialized partner of business focused only on the few strategic activities (Scott, 1993). This network of supply which works around inter-organization could be identified as the new form within the organization. Moreover, along with the interactions done complicatedly between the players, the structure of netwo rks fits neither hierarchy nor the market categories (Powell, 1990). Its not specified the kinds of major impacts of performance, along with different network structures of supply could impact the organizations, and very few is known regarding the coordinated conditions or the trade-offs which could exists among different players (Zhang Dilts, 2004). Examples Automotive Industry The research provided an insight into a real problem that threatens in bringing the worlds automotive lines of production to the halt. The Automotive components limited, in Australia deals in manufacturing of engine parts. The company faced certain problems in management of supply chain and its effective delay in services. According, to the analysis done by the specialist of an automotive logistics organisation revealed that the lean, modern, automotive chain of supply was driving the increase towards the need of emergency services of delivery. Delays towards the manufacturing of its components, mainly caused by components and materials shortages up its chain, are considered to be the main reason that the suppliers and makers of cars resorts to the emergency service delivery (Ganeshan, 2004). The time of evolution was developed around five years back mainly to provide a high speed in the delivery of services for the suppliers and makers of car. In recent years, the organisati on conducted the survey between its customers, by identifying the reasons of using the services of critical delivery. Now the time of evolution critically published and analysed a whole concept of the data which was collected on the basis of global shipments. The supply chain of automotive is considered to be the most complex industry structures in the operation today. Decades in the efforts of cost cutting have reduced the line side inventories levels to the days or even for hours, while a drive towards the benefit from an emerging manufacturing capability of cost of low labour, countries meant that the components should travel further from a source the point of their use (Antonio, 2008). With the costs more than the  £1million for an hour in a automotive company caused late delivery and a line of stoppage, suppliers or OEMs started resorting to the possible means of expediting the movement in the components when the delay in its management of supply chain occurred. Because of this the, the requests for an emergency delivery of services were caused within the company by the unexpected or unusual occurrence of such situations (Ballou, 1992). The company was considered to be one an efficient organisation in the timely delivery of supply chain. In spite of this the organisation failed to be a market winner as it suffered huge losses, by not paying attention to certain important factors like Human error, problem of transportation and the delay in the production. This leads the company towards a disturbed system of supply chain management. However, it was analysed that different issues were grouped into the different structures in an automotive organisation, they are: Delays in the production: Quality problems, equipment problems, and the delays in its supply of materials and the line of basic production which was debugging at the time of introduction of the new components could all results in different parts which arrived from the lines later on tha n it was expected. The Error of Human: Cars are the complex machines which are built from around thousands of different parts. It is important to carefully examine which part to be requested, and the right part that is requested but a supply of wrong occurred, this problem occurred within the automotive company, which leads to a delay in the supply chain of their products. The problem of transportation: Strike action, customs delay, vehicle breakdowns, bad weather, all these also resulted in the unconventional supply chain which leads the company towards failure of meeting delivery schedules. This all factors leads to delay in the production of the company, which was the most instant cause of an emergency requests of deliveries among the customers surveyed, that accounts for around 28 percent of the emergency shipments. Human errors were the second most important cause, which leads towards the quarter of the shipments. The problems of transportation also created huge delays in the organisations supply chain. The critical deliveries which were planned made up around the final and seven percent of its European shipments that was analysed (Koch, 2004). The avoidance of the human error, which is the second important cause in the emergency shipments, seemed to offer the makers of car a big opportunity of improvement. It is considered to be always cheaper in moving data than the parts. In any case an error in the communication could be reduced which delivers the significant benefits in financial terms. The problem of transportation was another area which was difficult in developing a strategy which overcomes every type of the potential failure. For few product groups this could make sense of using two different solutions of transportation, so that the failure in any one would mean that the supply is dried up altogether. Another example is of Nike Nike is one of the worlds largest apparels and shoe manufacturing company. It had one of the finest supply chains. But all of a sudden Nike faced a huge loss, because of the failure of one of its software glitch which cost Nike around more than, $100 million in sales, its stock its price around 20 percent, which was triggered by a flurry in lawsuits of class action. The wave was big enough which compelled the company in revealing its losses at the quarterly conference calls with risk and analysts, the wrath of its Exchange and securities Commission, shareholders and both (Lee, 1992). Nike claimed that the problem was with its software of i2 demand planning, were tactical or fixable. It was working too slowly, was not integrating well, had few bugs, and the planners of Nike were trained inadequately, regarding the use of the system when it went live. Nike faced these problems in spite of having a fine system of supply chain. With the failure of single software, the whole system o f its distribution channel was disturbed. Therefore, an effective supply chain management cannot always ensure that a company could be the market winner. CONCLUSION The supply chain occurs to be a network which provides facilities or the distribution options which performs a function of procuring the materials, transforming this material into the intermediate or the finished product, along with the distribution of the finished product to the customers. It is not important that effective supply chain would help the organizations in becoming the market players. It is seen in case of an automotive company and in the case of the organization which deals with apparels and shoes. The management of supply chain for both the companies leads to losses, while the companies were performing better in their early stages. Therefore, it is important for the companies to effectively plan their supply chain in order to overcome occurrence of prospective problems that could disturb the whole flow of their supply chain management (Ballou, 1992).

Celestial Seasoning Free Essays

Celestial Seasonings was found by small countryside family aiming to bring natural herb benefits to the customers in 1969. Celestial’s herbal tea was sold through local stores initially. Celestial Seasonings went through major change when it was bought by Kraft Inc in 1984. We will write a custom essay sample on Celestial Seasoning or any similar topic only for you Order Now Kraft brought Celestial products to new markets before selling it back to the Celestial’s old management in 1988. The selling and re-purchase of Celestial benefit the company to get into national market and exposure to wider consumer range.Throughout the decade of 90’s, company extended its product line as per market demands. As result herbal supplements, medicinal teas, herbal supplement capsules and many other products were added to celestial product range. Company had good growth till end of decade until some of its product start showing the declining trend. There are some problems relating to celestial Seasonings progress which include ethical issues, quality concerns and limited target market.Celestial Seasonings makes its entire product range from natural herbs but still company cannot promise to make people healthy. It’s a product not medicine so it cannot claim for treatment of illness and claiming so raises ethical issue. Quality concern is another problem with the celestial Seasonings products. 71% people consider Celestial Seasonings products safe for health while 29% people have some concerns about safety. They think that being natural doesn’t make it safe. Herb source authenticity also raises questions about quality.Celestial Seasonings offer a wide range of product but major target market is baby boomer ladies with 35 to 54 years of age. Its tea products have high price than other tea competitors. This raises the problem of limited target market. As a solution of ethical problem, company must not make unjustified promises. Product statements can show that these can help living healthier life rather than its impression of a curing product. Quality can be assured by club marketing programs and virtual tours. Sustainable sourcing assurance can also help improving customers’ confidence.Club marketing programs can be launched and events can be held on farm and production locations to improve customer perception for product quality. Market development is solution to limited target market issue. New target markets can be explored. Company can go global and enter the markets where tea is a part of tradition like England, India, and Pakistan. Celestial Seasonings has kept its promise to bring natural herb benefits to the customers. Company can overcome current problems and increase its profits with market development, club marketing programs and keeping the ethical concerns. How to cite Celestial Seasoning, Papers

Context In Frankenstein Essay Example For Students

Context In Frankenstein Essay The context of a novel is the circumstances in which it was written. The three most important areas of context in literary terms are cultural, biographical, and political contexts. The context of a novel provides clarification of meaning aswell as giving a deeper understanding of why a particular text was written in a particular way, by a particular author at a particular time. These three areas are evident in ‘Frankenstein however it is important to note that different contexts have relative importance, both in terms of the type of context and how much emphasis it is given in elation to key themes as well as the importance of a context as perceived by contemporary societies. Both the context in which ‘Frankenstein was written and the novel itself help to formulate a fair and balanced response to the text. The biographical context of ‘Frankenstein is key in order to understand the themes in the book. It is important to point out however, that in analysing the text one must avoid analysing the creator as opposed to the created. In literary analysis, the main aim is to understand the work better, not the person who wrote it. Mary Shelley as the daughter of Mary Wollstonecraft, a prominant feminist, and William Godwin, a radical philosopher and novelist. Both her parents were noted freethinkers, and objected to institution. This is evident in the text, for example, when the magistrate presumes Frankenstein guilty of Henry s murder, questioning the justice system. Mary W died soon after giving birth and so Mary S was educated in the intellectual circles of her father s contemporaries. The death of the key women in the plot (Elizabeth, Caroline, Justine) aswell as the imbalance caused by having no feminine influence while Frankenstein made the monster, could be a projection of the lack of a dominant feminine in Shelley s own upbringing, aswell as relaying some of her mother s own feminist views. These feminist undertones are apparent when Frankenstein destroys the female monster, symbolising male domination, and also when the monster finds a portrait of Caroline, â€Å"a most lovely woman†, highlighting his need for a maternal influence. Mary was not formally educated and was brought up by an unloving stepmother, and was often alone and unhappy. The idyllic upbringing of Frankenstein can be seen as a reaction to this, â€Å"my mother tender caresses and my father s smile of benevolent pleasure† and along with the monsters isolated upbringing shows Mary s own views about the importance of upbringing, and nurturing. Frankenstein deals with the idea of loss, which can be related to Shelley s own life. Aswell as being motherless, Shelley lost three of her children, her sister to suicide, and her husband. Mary Shelley fell in love with Percy at the age of seventeen. She lived in an irregular household of men, intent on achieving glory through their genius (Percy, Byron). In writing Frankenstein, Shelley was reacting to the selfish nature of such ideals. The labours of men of genius,.. are erroneously directed†. This can also be related to the detrimental effects of Frankenstein s own unchecked intellectual ambition. The biographical context helps to understand some of the themes in the book but is relatively limited in that it only tells the reader about the individual and not society as a whole. It does not show the political aspect nor the established order that Shelley was reacting against. Nevertheless, biographical context is very useful in order to understand Shelley s own situation and further explain some of the themes in the ook. The political or social context is key in order to understand themes, as well as the perception of the themes by it s contemporary society. Advances in science were apparent at this time, with Darwin s theory of evolution, and science had a great impact on the work of Shelley. "Check diseases coming in the back door" by V. K. Chin Analysis EssayFollowing the response of the monarchies to the romantic ideals (e. †¦ the wars of 1848), there was an increase in disillusionment among romantics, and the possibility of a society transformed by the individual seemed less believable. The romantics sought inspiration from the sublime as a reaction to order an convention, this is evident in the text where ideas about solitude, darkness, terror and incomprehensibility are explored. The idea of isolation in the book can also be related as the romantics felt isolated by their beliefs and their desire for progressive social hange. Mary Shelley highlights a pessimistic view of society through Frankenstein. She seems to have little hope in the perfectibility of mankind, and relays her own feeling about the corruption of social institutions. For example, Justine is killed for something she didn t do. Furthermore, even the DeLacey family who are egalitarian, who have no gender-roles and are seemingly the perfect family reject the monster on appearance. The monster also is typical of the concept of the noble savage, and the belief that primitive cultures can have good intentions. This is shown through the onsters fundamental benevolence and eloquent language. The trait of kindness moved me sensibly†. The gothic movement was a reaction against political comfort and stability. It explores the idea of terror through extreme suggestions such as death. Frankenstein explores a more sophisticated fear, that of taking science too far. However, it does have many gothic elements in if, for example, the extreme geographical settings are evocative of things beyond our comprehension. this is the idea of the sublime, and the idea that we can connect to it through contemplation of nature. â€Å"These sublime and agnificent scenes afforded me the greatest consolation†. Another feature of gothic novels is that they resist reason, but the ideas are frighteningly possible as opposed to absurd. This is another example of how the book is a projection of Shelley s own fears about what could conceivably happen with science. The context of a novel is vitally important in order to understand why a text was written and the political and social beliefs that underpin it. Through context a broader understanding of theme can be established and a balanced response to both the text and its underpinning values can be attained.