Our Current Client’s Problem

X Company is a large well-established drug company which is the head of a large group of companies including Company A, a wholly-owned subsidiary which owns all the premises used by X Company in its business, and Company B, another wholly owned subsidiary which was set up specifically to carry out commercially risky ventures in the search for profitable new drugs. The Board of directors of X Company consists of seven members, but the managing director, H is the dominant force. The board generally agrees with his proposals and he has become clearly associated in the mind of the public with X Company.

Last year, the local authority governing the area where X Company carries on part of its business expropriated certain land under its statutory powers as part of a slum clearance program. This included land owner by Company A. The compensation offered under the scheme established by the expropriating statute provided for compensation to be paid to ‘the owner of the expropriated land according to the open market value of the land plus the assessed damages for any loss of profits suffered by the owner’. The compensation offered by the local authority to Company A has ignored the loss, amounting to RM150,000, suffered by X Company in having to relocate its operation elsewhere.

More recently, Company B undertook experiments to try to develop a drug to cure certain types of cancer. In a high profile advertising campaign, H made a personal appeal on behalf of Company B for volunteers for this experiment. The advertising campaign ran for several days on television and in national newspapers, and 100 volunteers died, others were permanently maimed. The experiment was not properly researched and there is clear evidence of negligence. Company B has assets of RM200,000 to RM300,000 and now faces claims of several millions. Test cases have been brought against both Company B and X Company.

We were asked to advice X Company.

Tasks:

Part 1

I. Establish the relationship between X Company and Company A.

• Define holding company, subsidiary company, wholly-owned subsidiary company and separate legal entity.

II. Determine whether X Company can make claim for the loss of profit due to relocation of its business.

• Define lifting corporate veil – convince the court to lift the corporate veil.

Part 2

I. Determine whether X Company as the holding company is liable for the liability incurred by Company B, as a wholly-owned subsidiary company.

• Establish the general rule of separate legal entity - The general rule does not apply to X Company and its wholly-owned subsidiary company.

II. Determine whether X Company can bring an action against H for making a personal appeal in advertising campaign for the experiment on living persons which resulted deaths and severely maimed volunteers.

• Establish that H’s act is  ultra virus to the object clause in the Memorandum of Association of Company B.
• - H can be made jointly liable with Company B for its tortious wrongs.
• - H did not act in the best interest of the company.

Personal Details

CEO
Ms DHARSHINNII MANI JEGAR
Add: no 20, Jalan Kiara Mas, Damansara Heights, 540000 Kuala Lumpur
Email: dharshinnii@alexaplc.com
Managing Director
Ms PHANG SIEW CHIN
Add: 276H MK 12 Jalan Baru Batu Maung.53300 Bangsar, Selangor.
Email: phangsiewchin@alexaplc.com
Secretary
Ms RASHINI A/P BALAKRISHNAN
Add: No. 7, Jalan Bahagia, Taman Mewah, Damansara Utama, 52200, Kuala Lumpur.
Email: rashini@alexaplc.com
Director of Finance
Ms R.HANITA RAMACHANDRAN
Add: 7,Jalan Heights 1, Putra Heights, 59000 Shah Alam, Selangor Darul Ehsan
Email: hanitaram@alexaplc.com
Director of Human Resource
Ms KODIMALAR RAJAGOPAL
Add: 555, jalan wellesly 3, wellesly Heights, 52000,Kuala Lumpur.
Email: kavinn_88@alexaplc.com

Directors of Corporate Affairs
Ms TAN SZE PEI
Add: Hillside Apartment, Block 9, B2-6, Taman Melawati, 53100, Kuala Lumpur.
Email: szepei1u@alexaplc.com
Ms EZZA BINTI MOHD ESA
Add: A-20-11 Desa Aman 2, Jalan Pantai Murni 6, Pantai Dalam, 59200 Kuala Lumpur.
Email: ezza@alexaplc.com
Directors of Legal Division
Ms KALAIVANI GOVINDASAMY
Add: 17, Residential Garden, Jalan Midvalley, 53000 Kuala Lumpur.
Email: Kalaivani.govin@alexaplc.com
Ms CAROL PEY HUI FEN
Add: No 11, Jalan Utama 23, Taman Seri Utama, 50100, Petaling Jaya, Selangor Darul Ehsan
Email : carolpey@alexaplc.com
Directors of Public Relations
Ms CHUA HUI XUAN
Add: G-16-6, Villawangsamas, Jalan Wangsa 2, 53000 Wangsa Maju, Kuala Lumpur.
Email: eggxuan89@alexaplc.com
Ms CHIN YUK FEI
Add: No 16, Jalan Kirana, Swiss Garden Residential, 56700 Kuala Lumpur.
Email: feichin@alexaplc.com
Directors of Branding & Marketing
Ms CHERYL HOO JEE HUI
Add: No.35, Persiaran Damai 5, Le Meridien Residential, 56700 Kuala Lumpur.
Email: cheryll_hoo@alexaplc.com
Ms ANG MEI HUAI
Add:  136,Taman Sutera, Jalan Syed Abil,08200 Sik, Kedah.
Email: maeve15@alexaplc.com
Directors of Research
Ms LOH HUI YING
Add: No.45, Jalan Meranti 7, Damansara Damai, 47600 Kuala Lumpur.
Email: lohhy@alexaplc.com
Ms ZAIDA BINTI HAJI CHE BALI
Add: Lot 1066 pt 37 bt 18, Kg Sungai Tangkas, 43000 Kajang,Selangor.
Email : zack@alexaplc.com

Board of Directors

CEO DHARSHINNII A/P MANI JEGAR MANAGING DIRECTOR PHANG SIEW CHIN SECRETARY RASHINI BALAKRISHNAN DIRECTOR OF FINANCE R. HANITA RAMACHANDRAN DIRECTOR OF HUMAN RESOURCE KODIMALAR RAJAGOPAL DIRECTORS OF CORPORATE AFFAIRS TAN SZE PEI EZZA MOHD ESA DIRECTORS OF LEGAL DIVISION KALAIVANI GOVINDASAMY CAROL PEY HUI FEN DIRECTORS OF PUBLIC RELATIONS CHUA HUI XUAN CHIN YUK FEI DIRECTORS OF BRANDING & MARKETING CHERYL HOO JEE HUI ANG MEI HUAI DIRECTORS OF RESEARCH LOH HUI YING ZAIDA CHE BALI

Contact Us

HUNTING LINE: 03- 7836 2000/ 03-7836 2001

FAX NO: 03- 7836 2002/ 03-7836 2003

Address: 3rd Floor, Wisma Alexa,

Jalan Tun V.T Sambanthan,

50470 Kuala Lumpur.

Memorandum of Association

The Companies Act, 1965

Private Company Limited by Shares

Memorandum of Association

of

ALEXA PRIVATE LIMITED

Incorporated on the day of 31^st August , 2000

The Companies Act, 1965

Company Limited by Shares

Memorandum of Association

of

Alexa Private Limited

        I.            The name of the Company is ALEXA PRIVATE LIMITED

     II.            The registered office of the Company will be situated in Malaysia at 3^rd Floor, Wisma Alexa, Jalan Tun V.T Sambanthan, 50470 Kuala Lumpur.

   III.            The objects for which the Company is established are as follows:

A.     The Main Objects to be Pursued by the Company on its Incorporation are:

1.      To undertake, implement and execute all kinds and description of pharmaceutical consultancy services, professional assistance services and/or quantity surveying in the field of pharmaceutical and biotechnology.

2.      To act as consultants and advisors to any persons, syndicates, private or public companies,  corporations, governments or authorities (supreme municipal, local or otherwise) conducting or proposing to conduct any pharmaceutical works, installations and operations.

3.      To provide professional advice and services for all fields of pharmaceutical and biotechnology and all other allied works.

B.     The Objects Incidental or Condusive to the Attainment of the Objects and the Exercise

of the Powers of the Company are:

1.      To engage in research and study into all problems relating to pharmaceutical field, and to collect and distribute information and statistics relating thereto.

2.      To employ or engage or in any other way to procure the advice and assistance of other consultants and experts in whatever field to advise and assist the Company in the carrying on of the Company’s business of project management or with reference to any of its objects or in connection with any project, development or other work of any kind whatsoever that the Company may for the time being be engaged in.

3.      To coordinate efforts being made by various project management companies or departments, organisation and allied institutions to strengthen research and developments, promote collaboration and coordination between companies of related fields.

4.      To carry on any other business which may seem to the Company capable of being conveniently carried on in connection with its business or calculated directly or indirectly to enhance the value of or render profitable any of the Company's property or rights.

5.      To purchase, take on lease or in exchange, hire, or otherwise acquire or obtain any option, estate, privilege or concession in or over any lands, buildings, easements, patents, licences, or any property, real or personal, movable or immovable, of any kind whatsoever, in any part of the world which the Company may think necessary or convenient for the purpose of conducting its business or with reference to any of its objects.

6.      To apply for, purchase, or otherwise acquire any patents, patent rights, copyrights, trade marks, formulas, licences, concessions, and the like, conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to, any invention which may seem capable of being used for any of the purposes of the Company, or the acquisition of which may seem calculated directly or indirectly to benefit the company; and to use, exercise, develop, or grant licences in respect of, or otherwise turn to account, the property, rights, or information so acquired.

7.      To establish and support or aid in the establishment and support of associations, institutions, funds, trusts, and conveniences calculated to benefit employees or directors or past employees or directors of the Company or of its predecessors in business, or the dependants or connections of any such persons; and to grant pensions and allowances, and to make payments towards insurance; and to subscribe or guarantee money for charitable or benevolent objects, or for any exhibition, or for any public, general, or useful object.

8.      To sell or dispose of the undertaking of the company or any part thereof for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any other company having objects altogether or in part similar to those of the company.

9.      To apply for, promote, and obtain any statute, order, regulation or other authorization or enactment which may seem calculated directly or indirectly to benefit the company; and to oppose any bills, proceedings, or applications which may seem calculated directly or indirectly to prejudice the Company's interests.

10.  To procure the Company to be registered or recognized in any country or place outside Malaysia.

11.  To do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the company.

An Overview

Alexa PLC first established a presence in Malaysia in the year 2000. We have more than 50 people working in the firm, assisting and providing the best professional pharmaceutical consultancy service to our clients. In today's international business landscape, change is constant. New political and economic orders abound and regulations have changed in almost every aspect of doing business. It has become a challenge faced by every organization and it’s our commitment to guide our clients through today's challenges to achieve their business objectives by providing the best possible assistance in solving problems faced by our respectable clients. Alexa PLC recruits passionate people who are relentless in their quest for knowledge. This passion is cultivated and the necessary training provided for our people to succeed in this quest. In fact, the skills of the Alexa PLC team are strengthened considerably by an enriching exchange program and many of our people seconded abroad now have invaluable two-country experiences. This not only results in a practice that is based on the highest professional standards adopted by Alexa PLC but also allows us to understand the business environment locally and abroad- a service philosophy, which we believe our clients can benefit from.

Our core services are structured along the following industry groupings to reflect the dynamic and changing business environments in which our clients operate. ·         Financial Services ·         Industrial Markets ·         Consumer Markets ·         Infrastructure, Healthcare and Government Our industry-driven structure helps enable us to develop broad knowledge of our clients' businesses and to provide them with an informed perspective on the issues they face. The potential benefits of our industry focus to our clients are: Worldwide advisers who understand your business, market, and issues Relevant and commercial industry insights and Alexa PLC’s best practice Multidisciplinary teams who are used to working together Increased value through shared knowledge and thought leadership The Art of Excellence, that’s what we practice.