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(English) Mastering Solvency Test under CA2016 by Mah Li Chen (MAICSA Chartered Secretary)
Practical Guide to Mastering Solvency Test Under the NEW Companies Act 2016
Introduction
Training Content
The Law (1:44)
Solvency Test - S112 (10:46)
Offences - Solvency Statement (2:10)
Solvency Statement - S113 (3:12)
Directors' Opinion (2:56)
Form of Solvency Statement - S113 (10:17)
Alternative Procedures for the Reduction of Capital (2:16)
Reduction of Capital by Court - S116 (8:30)
Reduction of Capital by Private or Public Company (5:26)
Procedure to Pass Special Resolution for the Reduction of Capital for Private and Public Company - S117 (8:57)
General Penalty Under S588 (1:11)
Penalty for Concealment or Misrepresentation Etc. - S116(12) (2:12)
Creditor's Right to Object to Reduction of Capital - S118 (3:37)
Position at the End of Period for Objection by Creditor - S119(If no application) (2:06)
Position at the End of Period for Objection by Creditor - S119(If got application) (2:45)
What are the Power of the Court (4:11)
Power of Court in Relation to Objection by Creditor - S120 (2:53)
Offence for Making Groundless or False Statements - S121 (1:39)
Liability of Members on Reduced Shares - S122 (3:01)
No Financial Assistance to Purchase its Own Shares - S123 (5:34)
Consequences of Failing to Comply with Subdivision 5 (0:57)
General Exceptions to FA - S125 (2:50)
Financial Assistance not Exceeding 10% of Shareholders’ Funds - S126 (1:32)
Condition for Giving Financial Assistance - S126 (7:50)
Procedure Post Giving of FA - S126 (2:42)
Offences Financial Assistance - S126 (1:27)
Policies Relating to Share Buyback - S127 (6:09)
Redemption of Preference Shares - S72 (10:39)
Mind Map - Practical Guide to Mastering Solvency Test under the NEW Companies Act 2016 (5:58)
LIVE QNA - Simon Low - Must the Board of Director Tender his Resignation and NOT to sign Solvency Statement for Director whom DISagree with the Decision of BOD in order to proceed with the statement? (1:02)
LIVE QNA - Simon Low - Must Cash Flow Statement be Complied together with Balance Sheet Solvency? (0:41)
LIVE QNA - Lee - Do we still have to forward a copy of Solvency Statement to Bursa for Share Buyback in PLC? (0:50)
LIVE QNA - Siew Guak - Do we need to submit Solvency Statement to SSM and Bursa for Share Buyback In addition, who should sign at the column above the Lodger Info? (0:18)
LIVE QNA - Simon Low - Why SSM does not demand Cash Flow Statement for Sec. 113 Form? (0:31)
LIVE QNA - Nora Hasiffa - Is S72 Preference Share Solvency Statement only required for Redemption Out of Capital S72(6). Is it required if out of profit? (0:24)
LIVE QNA - KY - Can we Amend the Solvency Statement to add more than 2 Signatures to Sign when more than 2 Directors? (1:44)
LIVE QNA - Simon Low - Did CLRC mention Distribution of Profits(Dividend)? (0:32)
LIVE QNA - Tan - Can we use the Dividend declared to Offset agsinst Amount Owed by Shareholders-Cum-Directors instead of Paying out in Cash? (0:16)
LIVE QNA - Simon Low - If a company has Preference Shares after 31 Jan wants to use Old Share Premium to Redeem Preference Shares, is this allowed under Sec 618(3)? (0:28)
LIVE QNA - Mah - Can a company pays Dividend if it has current Profit but there is Accumulated Loss before? (0:44)
Mastering Solvency Test: Comprehensive Mind Map Presentation plus Q&A Session
Training Content
Procedure Post Giving of FA - S126 (2:42)
Solvency Test - Mindmap (1:36)
Introduction of Mindmap (1:48)
Financial Assistance & Share Buyback - Mindmap (1:29)
S113 - Solvency Statement + S114 - Offences Mindmap (1:05)
Financial Assistance - Mindmap (9:57)
Live QNA - Andrew - When is Solvency Test Applicable (0:45)
S117 - Procedure to Pass Special Resolution for Reduction of Capital for Private and Public Company & General Penalty under S588 - Mindmap (4:09)
S119 - Position at end of Period for Objection by Creditor - Mindmap (2:16)
S120 - Power of Court in relation to Objection by Creditor - Mindmap (4:47)
S121 - Offence for Making Groundless or False Statement - Mindmap (1:07)
S122 - Liability of Members on Reduced Shares - Mindmap (1:01)
S123 - No Financial Assiatance to Purchase its Own SHares - Mindmap (1:51)
Consequences of Failing to Comply with Subdivision 5 & S125 - General Exceptions to Financial Assistance - Mindmap (2:51)
S126 - Financial Assistance NOT exceeding 10% of Shareholders' Funds - Mindmap (4:56)
Requirements for Share Buyback - Mindmap (4:29)
Dealing with Buyback Shares - Mindmap (3:51)
Procedure to Post Buyback - Mindmap (0:33)
S131 - Payment of Dividends - Mindmap (0:41)
S132 - Dividends - Procedure - Mindmap (2:06)
S132 - Penalty for Improper Payout of Dividends - Mindmap (1:10)
Redemption of Preference Shares - Mindmap (2:50)
Objective for Quantitative Test - Mindmap (1:01)
Various Questions on Solvency Statement and S58(1) that has Written to SSM - Mindmap (2:10)
Promotion of Webinar (4:59)
Live QNA - Jennifer - Can a Company do Redemption via Combination of Profits, Fresh Issue of Shares or Capital of the Company (0:32)
Live QNA - Jennifer - Does the Company State the Amount of Preference Shares per its Share Capital Account or Take its Number of Preference Shares Issued x Total Issued Price (1:46)
Live QNA - Jennifer - Must the Allotment of Fully Paid Bonus Shares to Members Approved by the Members Prior to Commencement of S74 (1:10)
Live QNA - Simon Low - Did they mention the newspapers need how many Days and how Long as well as the Size of Advertisement, Any Sample for the Content of Advertisement (0:47)
Live QNA - Jacy - Any Sample for Solvency Test Template (0:40)
Live QNA - Chan - Current Profits or Accumulated Profits for Dividends Paid out of Profits (0:51)
Live QNA - Jacy - Does Solvency Test still needed to be carried out to Support the Resolution Passed as Supporting Documents since it is not required to be Submitted to SSM at the moment (1:32)
Live QNA - Simon - Is there any Interpretation on the word 'Realisable Value' guide as it is too Subjective and Risky to Provide Judgement Figures in the Solvency Statement (0:50)
Live QNA - Chan - Does the Solvency Statement and Notice of Resolution lodge to SSM (0:40)
Live QNA - Tan - Suggestion of Preparing Solvency Test as Additional Supporting Documents (2:43)
Live QNA - Jacy - Who is in charged of Preparing Solvency Test (1:02)
Live QNA - GSS - Any Sample for Solvency Test (4:27)
Live QNA - GSS - Can Solvency Test be Carried Out via Writing (0:42)
Live QNA - Liza - Do we have New Share Capital if Redeemable Preference Share is Redeemed (1:51)
Live QNA - Jessie K - What is the Difference between Redemption out of Profits and Redemption Out of Capital (3:01)
Live QNA - Teo Gim Suan - Where should the figures Required to be filled up in Solvency Statement for Dividends Declared and Paid on 31.03.2017 (2:35)
Live QNA - Diane - Do we Compute Solvency Test based on Management Account for a Company that does Not Own any Property as at 31.03.2017 (2:31)
Live QNA - Teo Gim Suan - How are we going to Carry Out the Solvency Test for Dividend Payment as at 31.03.2017 in this case (2:35)
Live QNA - Diane - Do we need 31.03.2017's Accounts to Declare Dividend as at 31.03.2017 for Teo's question (1:57)
Solvency Test Updates Plus Q&A Session
Training Content
QNA - Dividend and Solvency Test - Question 1 (2:03)
QNA - Dividend and Solvency Test - Question 2 (3:40)
LIVE QNA - Teo - As practitioner, how are we going to support dividend payment Shall we Prepare a Letter Signed by Directors informing us that the Company is Solvent before paying any dividend? (3:13)
LIVE QNA - Mah - Do we need to Prepare the Solvency Statement when we Declare a Dividend and Get the Directors to Sign? (0:52)
LIVE QNA - Teo - Is it a Requirement to Withdraw Preference Shares from a Company and they can still keep the Preference Shares? (1:03)
LIVE QNA - Jennifer - How does a company completes its Annual Return for Section B (5:02)
LIVE QNA - Chi Yew Fong - In Solvency Statement is Required for Holding Company to provide Financial Assisatance to its Subsidiary? (3:51)
LIVE QNA - Chi Yew Fong - If a Company is owned by individual and having financial difficulties,is the Company's Directors and Members needed to issue Solvency Statement? (6:10)
LIVE QNA - Carina Chang - Is Solvency Test Required when we Redeem RPS Out of Profits? (1:10)
LIVE QNA - Yoong - Can we Borrow Loan from Bank and Pay Back Shareholders? (2:16)
LIVE QNA - Angelina - Do we Still have to File with SSM before Carrying Out Share Buyback since it Lasts for 6 months for the Declaration of Solvency of Share BuyBack? (0:51)
LIVE QNA - Ho - Is it a requirement to do Solvency Test for every Dividend Declaration even it is only RM10k? (1:10)
LIVE QNA - Simon Low - Is there any guides on the basis of ascertaining Realisable Value deemed Adequate Is Historical Value deemed Sufficient? (2:34)
LIVE QNA - Soo - Is it Easier to do a Balance Sheet Solvency than Cash Flow Solvency Is it Enough just to do Balance Sheet Test for Directors to Declare Dividend? (3:42)
LIVE QNA - Carina Chang - Why is it only Redemption out of Capital is Subjected to all Directors that have made Solvency Statement under Section 72(6)? (2:55)
LIVE QNA - Simon Low - Is it only Redemption of Preference Shares via Out of Capital needed to comply with Solvency Test? (1:48)
LIVE QNA - Carine Chong - Why we need to do Solvency Test for Redemption Out of Profits if it is only required for Redemption Made Out of Capital? (2:52)
LIVE QNA - Simon Low - Is the Filing date of Passing the Special Resolution&Not the date of Submitting the Notification to SSM or IRB nor Advertising in newspaper Within 14 days? (0:42)
LIVE QNA - Karen C - Is Solvency Test required to be Carried Out when we do Solvency Statement? (2:52)
LIVE QNA - Simon Low - What does Capital Maintenance Rule deemed Comply with Hence, any Requirement for Solvency Test? (1:14)
LIVE QNA - Carine Chong - Would appreciate if Ms. Mah Li Chen can bring this to SSM for further Analysis? (0:54)
Special Credit (2:09)
Updates / Amendments
20191014: Dividends - Question on reconciling with the Listing Requirements
Liability of Members on Reduced Shares - S122
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