Patient Nutrition Health Assessment Essay Example | Topics and Well Written Essays - 750 words

Patient Nutrition Health Assessment - Essay Example The recommended is 1900 calories (ICMR, 1989). The protein intake is about 25 grams when she needs about 45 grams (ICMR, 1989). Total fat is about 30% (when it should be less than 20%) and mainly constituting saturated fat and dietary fibre is only about 10% (when it should be 30%). Except for some iron and calcium in the breakfast and some vitamins in the snacks, her diet is poor in vitamins and minerals. Also, there is increased consumption of non milk extrinsic sugars in the form of coke and cookies. The diet does not contain fresh fruits or vegetables or starchy staple foods. Nor does the diet contain any milk. Of course, the amount of alcohol is in moderation (consider pregnancy and lactation). Due to the excess calorie intake and predominance of saturated fats and sugary foods, Ana is at risk of chronic diseases like obesity, cardiovascular disease, hypertension, arthritis and chronic pulmonary disease. Consumption of acidic foods and non milk extrinsic sugars (like in coke, pastries, chocolates) are cariogenic and are the beginning of periodontal diseases (Moynihan,10). Also, diet poor in minerals and vitamins can lead to multi-vitamin deficiencies, anemia and malnutrition. Improper diet can also have a psychological effect leading to depression. It is important to suggest dietary recommendation to this patient and this must be done by talking to the patient personally and in detail and not just mentioning in a single statement. The importance of good nutrition and the consequences of poor nutrition must be stressed upon. First of all, it is advisable to take food three to four times a day. The total calorie value of food should not exceed 2000 k cals. According to the National Food Guide (Moynihan,10) to an adult’s diet, bread, cereals and potatoes should comprise one third of the diet and preferably whole grains. Another

Qualitative Research Methodology Paper Example | Topics and Well Written Essays - 1250 words

Qualitative Methodology - Research Paper Example While computer technology offers a plethora of benefits in its application to police administration, I assume that it would be met with resistance from management, employees, personnel, and other parties involved. The police administration has been using their old routines and systems for the past decades; abandoning those old routines in exchange of new technologies may pose difficulty for some people. It would take a lot of effort for the people involved to unlearn what they have been doing for the longest time, and then learn and adopt a new system that would eventually replace the old system. Those difficulties, challenges, and resistances must be properly addressed in order for the new system to survive and become successful. Finally, the behavior and attitude of people toward computer technology is mediated by the meanings and experiences they have with it. People possess both positive and negative opinions about using computers in police administration. In addition, the role o f computer technology in their lives is determined by their age, gender, class, and an entire system of values and beliefs. These values and beliefs, when uncovered, would yield a better understanding of their perspective and lead to the development of an E-Administration that is specifically tailored to suit their needs. Considering the abovementioned assumptions, a methodology that would allow me to gain a deep understanding of the subjects being studied is necessary. A methodology that would reveal the insights, beliefs, and experiences of the people would work best for my study. Among all the qualitative research methodologies available, ethnography is what I consider the most proper methodology that would yield the necessary data for my study. 2. Ethnography In a nut shell, ethnography tells the beliefs, values, and attitudes of a certain group of people or culture about something. Primarily applied in anthropology and sociology, the application of ethnography has been extended in the areas of market research, business, and practically any group of people or culture where an understanding of their beliefs, experiences, and attitudes is needed. Using ethnography would uncover the perception and opinion of the RAK Police about using computer technology in their administration. It would also reveal the meanings they hold about technology, which, in turn, influences their attitude towards computers. This would allow me to identify the probable reasons they have in avoiding or accepting the new system. Ethnography would allow me to see patterns of behavior that can be understood rationally and intuitively in a real world context. Their behavior towards the old system would expose the underlying problems and limitations. Understanding the problems of the old system is useful in designing the structure of the new system. Their behavior towards the new system, on the other hand, would serve as a measure of their readiness to accept E-Administration. Ethnography, in addition, would reveal the prevailing norms that shape the perception of the police administration about computer technology. Norms refer to the beliefs and values that a society hold about something. With ethnography, the challenges and resistances which are rooted in the

New Era Of Societal Marketing Concept Marketing Essay

New Era Of Societal Marketing Concept Marketing Essay Before the new era of societal marketing concept, this is where by people involves in farming to feed themselves and family. All the agricultural crops or food generated was not for sale but some of the output was bartered (i.e. subsistence economy or subsistence farming). The benefit of subsistence economy creates enough food for its people but there is no surplus food so that no food will be wasted. Marketing started during the mass production of goods and services which is called the production era. What led to production era is scarcity or access demand of products and this make firms to measured their success by involving in mass production because its reduces cost of production and increases profitability. The second marketing era is known as Sale era, this is the generating of income for the firm or business. This was during 1950s where there was excess of supply of product in the market and it was too much for what the market demanded for. To make consumer to buy the excess product supplied. Firms involve in using a variety of selling techniques and promotional techniques to inform potential customers to buy their products, by way of advertising and skilful personal selling in order to convert products to cash. The benefit to firm is that it generates income to the business while to the consumers they buy in lower price. Market era is the third era; this is the understanding of the prospective buyers after the Second World War. So many firms or industries were destroyed in other countries, except for that in the United State. Firms found it easy to sell their products because there was little competition, during these period businesses realised they could produce new product in different ways to satisfy customers need and want. To do this firms change their thinking from that of manufacturing products to that of satisfying customers, for them to be able to produce the right products to the market in a low price and also to reduce cost of production. Marketing era is the fourth era; this is where by every activities of an organisation must revolve around customer. To do this some company set up operating policy, technical research, to provide quality products and services to their customers. Also to reduce prices of their product and increase customer value, these enable organisation to satisfy their customers by meeting the marketing concept. http://www.answers.com/topic/subsistence-farming29/12/2009 http://www.answers.com/topic/marketing#Marketing_orientations 29/12/2009 Consumers are often referred to as the king. Explain this statement from notable marketing definitions and concepts. Consumers are often referred to as a king because without them business or organisation wouldnt be able to survive or exist. Marketing definitions that talks about consumers are: Marketing is the management process that identifies, anticipates and satisfies customers requirements profitably. By The Chartered Institute of marketing. This definition talk about how marketer strives to know what consumers wants are by acting on it to bring the wants to their door steps to please them. Marketing is the human activity directed at satisfying human needs and wants through an exchange process. By Philip Kotler. Marketing is essentially about marshalling the resources of an organisation so that they meet the changing needs of the customer on whom the organisation depends. By Palmer Marketing is the implementation of marketing concept (in the 1990s) requires attention to three basic elements of the marketing concept. These are: customer orientation; an organisation to implement a customer orientation; long range customer and societal welfare. By Cohen. Marketing is the whole business seen from the customers point of view. By Drucker. http://www.marketingteacher.com/Lessons/lesson_what_is_marketing.htm 29/12/2009 Question 2 Every marketing organisation operates in a complex and dynamic business environment. Identify and explain various micro and macro environmental variables affecting marketing companies in United Kingdom. Business environment entails all factors affecting business positively and negatively. This can be classified as controllable environmental factors (i.e. internal environment) and Uncontrollable environmental factors (i.e. external environment). Under external environment we have immediate external and general external. All these factors determine the success of a business as far the organisation is able to manage the internal environment and adapt to the changes of any external environmental factors. Internal environmental factors are: Employees Shareholders Company policy Employees For an organisation to be successful employees play a vital role to enable firm achieve their goals and also firms need to empower the employees to make them perform their duties. Employees in UK may affect marketing companies positively or negatively. For instance, if a marketing company employed the right staff. Involves in training and development of these staff on how to render service to a customer these may be a good impact on the firm because the moment customer is satisfy with the service render these might encourage him or her to come back again. This could be an edge over its competitors. If an employee is not motivated, lack training and development these may be a negative impact on the organisation and it could lead to low sales. Shareholders The UK shareholders may affect marketing company by pressurising or forcing them to change their organisations strategy from satisfying customers and focus on profits. In doing these, the organisation may involve in a new tactics like pricing strategy to make more profit. In a competitive market where the market determines the price like in UK, this could lead to organisation failure. Company policy This is a lay down procedure to guide staff on how best to operate in an organisation, in order to make firms achieve their objectives. In a situation where by the company policy is not well layout to guide the staff on what to do, these may affect marketing company not to achieve their objectives. Immediate external environmental factors are: Customers Competitors Supplier Customers factors Every marketing organisation that is profit oriented definitely depends on it customers for success. In any marketing company, customers are very crucial because without them businesses wont be able to survive. Customers in UK may affect marketing organisation either positively or negatively. For example if the government increase the tax and national insurance charges this may affect the customers spending power and it could affect marketing sales because consumers will have less money to spend on their commodities. It also slow down business sales and reduce their profits. In the other hand, if there is decrease in tax and national insurance. This will favour the marketing organisation and customers. Customers spending power will increase because they have more money to spend on their commodities. However, customers need to be respected, given good services, quality products, build up long term relationship with them, listen to their complains, art fast on their complains and provide value for their money to enable them come back again. Any marketing company who is able to provide all these will be successful. Competitors factors This is where by marketing organisations compete with each other in terms of price, quality products, customer services etc. to enable them be in business. UK government uses these forces to checkmate prices of products. They allow competition because if there is a lot of marketing company, these will make price of products to be control by the market and not by the competitors. This is affecting marketing organisation because they are unable to fix price on their products due to many competitors. Suppliers factors Suppliers effect to a marketing organisation cannot be over looked. If there is sudden increase on prices of raw material, they may be force to push up their prices and these may affect organisation marketing strategy by forcing them to raise their products price and it could slow down sales because not every consumer will be able to adapt to the changes in price immediately. Also delayed payment of suppliers or lack of good relationship may affect quick delivering of goods to the marketing companies and it could make customers not to rely on them anymore. General external environmental factors are: The general external forces are factors that are beyond the firms or businesses direct control. Political Economic Socio-cultural Technological Political factors These are factors that affect businesses and the spending power of the consumers through taxation, legislation etc. UK government can influence businesses positively by reducing the corporation tax and indirect tax charges (i.e. the profits of business and VAT charges on some products) to enable firms make more profits and expand, this could lead firms to reduce their products prices as well for the benefit of the consumer. Also they can influence consumers positively by cutting down tax charges on their income earn to allow them have more money to spend on their commodities or wants. The increase on direct and indirect tax this make business to increase their products prices as well and it also decreases the business profits because not every individual will be able to afford the products. However, consumers may find it very difficult to buy their wants because of the high price of products and high charges on their income earned. Laws made by UK government could affect businesses in so many ways. For example if government increase the minimum wage this could affect them, if they are unable to meet the increase in minimum wage. It may lead to some of the staff retrenched and also they may increase their products prices for them to be in business. Economic factors Marketing companies need to look into UK economy in the short and long terms before planning and also look for ways of adapting to any changes in the future such as changes in income, population, gross domestic profit, exchange rate, inflation rate and climate etc. Currently the marketing companies in UK experience climate change which really affect sales because so many people was unable to go out to do their shopping due to bad weather condition (i.e. snow). Also changes in consumers income might affect marketing companys sales as well. For example, if government increases taxes on income these will affect the purchasing power of consumers because they have limited amount of money to spend on their commodities and these will reduces market organisation sales and profits. Technological factors Marketing companies in UK who wants to dominate the market or compete with competitors should be able to adapt to the new technology. For example, car company as advance in technology by providing consumer a good cars, such as automatic and computerised cars. As we all know that the era of manual cars is going gradually because of advancement in technology. If there is any car companies who are unable to adapt to the new technology these may affect it cars sales in the market because of lack of technology. Also technology have enable car companies to sell their cars via internet, paying by bank card and advertising through the internet which is an opportunities to them to sell more cars and increase profitability. Social-cultural factors This looks into some factors such as lifestyle changing, culture, beliefs, value and geographical differences that may affect any organisations. In a marketing organisation where by the lifestyle of consumers changes due to low income earn these may affect marketing company because consumer would like to change some of his or her product to a lower price once in order to manage its income perfectly to its needs or wants. This may be a threat to the manufacturing of the product left and an opportunity to the product consumer change to. Understanding any market requires a thorough classification by segments. Identify and explain various basis of market segmentation by proposing the segmentation criteria that can be used for two products in different markets. Many market organisation use different criteria to segment their product to a particular market, such as: Demographical segmentation Geographical segmentation Benefit segmentation Demographical segmentation This is where by market is been divided into groups based on factors such as age, income, social class grouping, family size, lifestyle, gender and family life cycle. By proposing a social class segmentation criteria that can be used for two products such as motor cars and clothing, a marketers would like to look into the social status and occupation of individual to enable them provide a variety of cars that will satisfy the upper middle class, middle class, lower middle class, skilled working class, working class and those at the lowest level of subsistence by providing them cars that they will be able to afford. This helps marketers to know where to locate their shop site or operate their business because individual in these category live in a different areas that suit each group. Social class segmentation table Grade social status occupation % of UK population A Upper middle class Higher managerial or professional 10% (Company directors, lawyers) B middle class middle managerial or professional 15% (Managers, nurses, teachers) C1 lower middle class supervisory or clerical (shop assistants) 26% C2 skilled working class skilled manual workers (technicians) 17% D working class semi-skilled unskilled manual worker 20% E Those at the lowest lowest grade workers 12% Level of subsistence (casual workers, state pensioners) Age is another factor of segmentation criteria used for product like cloths This is where by market organisation display their product design and packaging to meet the wants of different groups according to age differentiation of consumers. While some marketers may focus on one particular age group (e.g. mother care shops) only focus on baby things nothing else. In terms of cloths, manufacturer produces cloth of different sizes, different quality and different texture to meet the taste of customers. This enable marketer to reach their customers by locating their shops close to them, also these determine the prices of product like cloth they sell in rich people area and poor people area as well. Geographical segmentation This is a process of identifying consumers according to the area where they live such as villages, city, regions, and countries. Also to look into their climate condition if it will be favourable or profitable for their product. Any marketing organisation that is into multi-national and global business involves in some programme activities that will advertise and promote its products to meet the needs of individual geographic units. Climate In most African countries the weather condition is very hot and these enable car companies to produce cars that will suit the needs of their consumers in that very geographic units, by providing them cars that will acclimatize to the countries climate (i.e. by putting air-condition) to make their customers feel comfortable when driving or inside the car. Most of these African countries use a left hand drive cars, so any car companies who want to supply it product to these geographic unit should be able to provide them what they really wanted for the purpose of making profits. Countries Cloth companies produce cloths that will suit the benefit of consumers according to their geographic unit because each country has their own culture and traditional wears. Like in India, the cloth they produce wont sell in United Kingdom due to their different believes. Benefit segmentation This may be used by organisation such as car companies to develop a range of products by segmenting the market through benefit that consumers find from product. For example, some people will be interested in safety, others in load space or performance. Cars companies develop ranges of products to please these different segments and also to promote the product in different ways to the different groups. http://tutor2u.net/business/marketing/segmentation_bases_geographic.asp 12/01/2010 http://tutor2u.net/business/marketing/segmentation_bases_demographic.asp 12/01/2010 Question 3 Explain product life cycle with a typical diagram and identify characteristics and essential strategies for survival of each stage of the life cycle. Definition of product life cycle Product life cycle is the process of improving a product over time through redesigning or replacing old version of product. Adopted from: http://www.marketingteacher.com/Lessons/lesson_plc.htm 2/1/2010 Introduction stage At this stage an organisation may involve in promotion to create awareness to the general public or target market about the new product. For instance, if the product has no or few competitors, a skimming pricing strategy may be used or penetration pricing may be employed to attract customers to buy the product. The level of distribution is limited, at these level sales is low because the product is new to the market. Growth stage This is where by competitors are attracted to the market with similar products because consumers has realised the benefit or usefulness of the product. Sales are growing rapidly and the cost of production per unit is falling (i.e. economies of scale). The product now becomes more profitable and the spending on advertising is high to focus upon the building brand. Because competitors are growing, the firm may still keep to penetration pricing strategy or push up the price a little bit to make more profits. Maturity stage Rapid sales growth cannot last forever. At the stage of maturity these is where by the product sales slowdown and reach it highest because competition is high and most organisations fight to maintain their market share by striving to make their product look difference from competitors products. The profit is quite high and the distribution level is high as well. Pricing strategy employed may be competitive pricing. Decline stage At these stage the market is shrinking, sales is falling and competition is falling as well because no firm will like to invest their money in a product that is unprofitable. To make the product profitable, some company may cut down the cost to enable them use a promotional techniques such as special offer of the product to consumers or by repositioning the product to other market segment (i.e. children, adult etc.). If it doesnt yield any profit still these may be the withdrawal of the product from market but if it does more competitors will rise to do something similar. http://www.marketingteacher.com/Lessons/lesson_plc.htm 2/1/2010 Decision of an organisation to embark on either extensive or selective distribution strategy is contingent on some factors. Identify and explain the factors responsible for the choice of a strategy using both industrial and consumer products as examples. Definition of selective distribution Selective distribution: this is where by producer uses few retail outlets in a geographical area to distribute its product (e.g. Televisions, computers and household appliances) to the consumers. The factors that determine the distribution strategy to be use are Market factors Product factors Producer factors Market factors This is where by buyer behaviour determine how product will be distributed to the market; it means would buyer prefer to purchase the product from retailer or through ordering online and in what ways will the buyer get the product information needed before buying (e.g. like motor cars, computers and household appliances). Middlemen willingness to market the product is a factor as well. Retailer may consider the cost involves in training, equipment needed and warehouse expansion that product required. The cost may be too high for them not to be in support to sell the product. Product factors Product like company equipment may be supply direct to customer because of it size while perishable product like meat, fish and bread may be supplier to the consumer through intermediaries such as retailers. Producer factors Manufacturers willingness to control the price that a product will be sold to consumers is a factor. Producers who want to have control over how, to whom and at what price a product is sold dont need a retailer as middlemen to sell its products, because retailer have control over prices of product in their care do to competitors. However, cost involves in distributing products direct to customer is a factor. A producer may not have the resources to recruit, train and equip salesmen. So it may rather make use of middlemen like retailer or agent to distribute it product to consumers. Question 4 Every organisation is striving to compete in a global market where consumers needs are standardised. Explain why companies strive to be global concerns rather than being national heavy weight. Companies strive to be global concerns because they want to widen their customers base by extending their products to other countries to enable them expand their market and gain more customers. They also strive to be global concerns because they want to increase turnover to make the company financially buoyant to manage all its activities effectively, to put smile on the face of shareholders and to encourage other to invest in the company. However, to ensure a very strong brand name is built by making it known to other countries globally just like what Dell, Nike, Sony, LG and Nokia Company as done. These companies have a very strong brand name by providing good quality of product to their customers, they also involves in sponsoring some activities that will advertise their brand name globally and to make them increase their product sales. Companies strive to be global concern rather than to be national heavy weight because they want to advance in technology, face challenges that will make them better than the national companies and to be able to compete globally or make their products to be known. Prepare marketing mix programmes for any consumers product and hospitality services. Compare and contrast the mix elements for the two. Marketing mix: this is the putting together of product, price, promotion and place used to implement marketing strategy. McDonalds uses various channels to build its brand name by providing quality products and targeting their product on workers and children to enable them gets access to their parents or guardians. They improve on product through listening to customers complains and customers needs on products to enable them give consumers a better product or service. Marketing mix programmes for consumers products in an organisation like McDonalds Restaurant. Product Product is anything that is offer to the market. McDonalds have different types of fast food product for their potential and existing customers; they make these products attractive by designing their menu in such a way that indicate what consumer will be having with any product they chose and what each product contain in a very simple way. However, they also know meeting customers requirements is very crucial on product because they can change taste at any time and these make them to check mate their customer preferable product by getting feedback from them and also through profits made on each product they are aware too. They are extremely careful when introducing new product to the market in order not to affect the existing product sales by redesigning packaging or adding extra features. McDonalds sales on product vary according to the stage they are in their product life cycle and the type of marketing undertaking also depend on the stage of a product. They present their product in more attractive way to motivate their customers to buy. http://www.mcdonalds.co.uk/static/pdf/aboutus/education/mcd_marketing.pdf 28/01/2010 Price Price is the amount customers paid for good or service. It play a very vital role in customers (demand) and producer (supply). These enable McDonalds to make their prices of product reasonable to customers in order to increase sales. However, they also determine price for product through looking at how customers will value the product. Medium Big mac  £3.89 Before they actually fix the price of Large and Medium Big mac, they look at how customers and potential customers will value the combination of the product by asking them selves if they would be able to pay  £3.89 for the combination of product. If yes, they can now fix price on that amount. They may cut down their price of product due to competitors as match with the lower prices which mean no extra demand of the product because consumers can get similar or the same product at the same price elsewhere. This will reduces the profit margin and sales. Promotion Promotion this is a way an organisation communicate with potential customers about its product. The purpose is to persuade customers to buy the product by advertising. McDonalds know the important of promotion on their products because there are many competitors in the market with similar product. So to differentiate their products from others they use various ways of advertising to tell the potential customers about the product and price through advertising on TV, radio, online, newspapers and magazines. However, they also use some promotional techniques such as direct mail, sales promotions, exhibitions, point of sales display, special offer etc to keep their customer inform. The aims of these marketing communications may be to increase customers, to visit the restaurant or to recommend the product to a friend. McDonald uses these promotional techniques to communicate to their customers in different ways. For example, if they would like to advertise on TV they collect some information from customers to know the kind of TV programme they watch most often, to enable them know the TV programme to use and it also make them to present the advert in a reasonable way that we call the attention of audience and look interesting to their targeted audience. Place Place is a way by which an organisation distribute its product to users or consumers. McDonalds distribute their product direct to customers by using good location and providing a place to eat the product to make customers feel relax and comfortable. Marketing mix programme for hospitality services at virgin Atlantic Airways Virgin Atlantic airways use marketing mix to strategise on the kind of products and services render to customers in order to satisfy them. Virgin Atlantic marketing mix Physical Evidence People Place Promotion Price Product Product Some products under air line companies are not physical while some are. Virgin Atlantic has different package of products that they do offer to customers in a different ways, they are: Customers destination and arrival airport Type of ticket or seat customer would prefer to buy (i.e. first class, economy and business class) Kind of food customer would prefer to eat when embarking on a journey (i.e. vegetarian food, meat and fish). The entertainment of customers through watching films, video games, radio. All these are Virgin Atlantic airways product that is package to satisfy their customer, l will like to talk about ticket or seat as a product. They have three type of seat or ticket to offer to customers and the different between these tickets depend on the service they render to individual. The more money you paid, the more value services you get. Price Virgin Atlantic airway makes decision on prices of ticket base on how many seats they would like to sell to customers because they are aware of the fact that cutting down prices do increase demand while high prices affect demand. However, they are been fair to their customers in terms of prices by providing a good offer that will make them happy, at the moment the price of New York economy seat is  £299 and first class is  £1,487 which will end 9th February 2010. Promotion Virgin Atlantic airways knows the important of advertising their product to the general public to enable them get more customers, they do these through TV, radio, newspapers, magazines, direct marketing techniques, personal selling and sales promotion. Direct marketing promotion is a techniques use by a business to communicate or update customers directly through email or telephone. Virgin Atlantic airways use these to update customers about their offer or deal of the month in order to increase sales. They also use it to get feedback from customers to know how enjoyable was their last trip and this enable them to improve in their service. Personal selling promotion this is the selling of product or service through face to face or telephone communication with customer or potential customers. Virgin Atlantic airline use personal selling to make customer or potential customer to locate or call their office for any information they may need before buying their product or service. Virgin Atlantic also use advert on Television, Newspapers and Radio to reach the general public about the offers or deals they have for them. Place Virgin Atlantic airways know the important of location for travellers who may miss place their bag during travelling to know where to go for collection or who miss their flight due to traffic delayed or for other reasons to enable them get access to another booking ticket at the airport in a discounted price. People People play a very vital role in rendering service. It also one of the components of extended marketing mix which talks about how employees strive to satisfy customers in term of service. Virgin Atlantic airways know the important of people and recruiting the right staff that will be able to give effective service to their customers. They also make sure their staff treat customers in the way they want to be treated by showing good manners and also to be able to give a good solution to any customers complains or assistance. Process Process is the procedure of how service is being carried out to customer without delay. If customers receive fast service these may make them come back agai

Cloning :: essays research papers

Cloning   Ã‚  Ã‚  Ã‚  Ã‚  Duplicating of genes and DNA†¦. Cloning? Cloning is basically the reproduction of cells. You take an unfertilized cell, combine it with a cell from the same organism and create a new living cell. The question is†¦is cloning OK? Is the breeding of a bigger and meatier cow and fresher healthier potatoes equal to cloning a person? Many different groups debate upon these questions. Religious groups argue that God created all, and he thrives on diversity. This diversity is being threatened by cloning. Some also believe the process which scientists use is murder. Because half of the nucleus used to make a normal being is sucked out, and destroying the original DNA is murder. The half set of DNA in the unfertilized egg cell is destroyed, but suggesting that destroying a mere nonliving, nonthinking chemical such as DNA is murder is ridiculous. Thousands of cells will die in your body as you're reading this, and their DNA will be destroyed with them. Is that murd er? Cloning, in it’s use right now with just foods and animals are quite beneficial. It opens many opportunities for both scientific and general population needs. Scientists use cloning techniques to make identical test subjects, so reducing the amount of error in animal tests. They can also protect endangered species by cloning couples in captivity. Many can benefit from organ cloning, although the process has not been perfected yet. Human ears have been reproduced on mice, which shows all the applications of cloning. In the future, this genetic mutation may save the lives of countless people that are if we can use animals to grow human organs in. The possibilities for this process have no boundaries. Like anything else that is new, the cloning process can be used for wrongful purposes. For instance, when a species is too much alike, the possibility of a single disease wiping it out is very high. Overlook the disease and you bread weak animals. However, are the scientists vulnerable to our criticism for say overlooking the viruses or hereditary sicknesses? Or should we credit them for perhaps looking into that already? The scientists have no doubt already considered the consequences of over breeding in these plants and animals that are weak and diseased. Yet our society relies on the same small variety of plants and animals for our natural resources. All of this was, in actuality, happening before cloning started and it doesn't change much in the way of agriculture. Cloning :: essays research papers Cloning   Ã‚  Ã‚  Ã‚  Ã‚  Duplicating of genes and DNA†¦. Cloning? Cloning is basically the reproduction of cells. You take an unfertilized cell, combine it with a cell from the same organism and create a new living cell. The question is†¦is cloning OK? Is the breeding of a bigger and meatier cow and fresher healthier potatoes equal to cloning a person? Many different groups debate upon these questions. Religious groups argue that God created all, and he thrives on diversity. This diversity is being threatened by cloning. Some also believe the process which scientists use is murder. Because half of the nucleus used to make a normal being is sucked out, and destroying the original DNA is murder. The half set of DNA in the unfertilized egg cell is destroyed, but suggesting that destroying a mere nonliving, nonthinking chemical such as DNA is murder is ridiculous. Thousands of cells will die in your body as you're reading this, and their DNA will be destroyed with them. Is that murd er? Cloning, in it’s use right now with just foods and animals are quite beneficial. It opens many opportunities for both scientific and general population needs. Scientists use cloning techniques to make identical test subjects, so reducing the amount of error in animal tests. They can also protect endangered species by cloning couples in captivity. Many can benefit from organ cloning, although the process has not been perfected yet. Human ears have been reproduced on mice, which shows all the applications of cloning. In the future, this genetic mutation may save the lives of countless people that are if we can use animals to grow human organs in. The possibilities for this process have no boundaries. Like anything else that is new, the cloning process can be used for wrongful purposes. For instance, when a species is too much alike, the possibility of a single disease wiping it out is very high. Overlook the disease and you bread weak animals. However, are the scientists vulnerable to our criticism for say overlooking the viruses or hereditary sicknesses? Or should we credit them for perhaps looking into that already? The scientists have no doubt already considered the consequences of over breeding in these plants and animals that are weak and diseased. Yet our society relies on the same small variety of plants and animals for our natural resources. All of this was, in actuality, happening before cloning started and it doesn't change much in the way of agriculture.

Company Law and Secretarial Practices Essay

Incorporation means the process of legally declaring a corporate entity as separate entity from its owners. Incorporation has many advantages for a business and its owners, including: Protects the owners’ assets against the company’s liabilities. Allows for easy transfer of ownership to another party. Achieves a lower tax rate than on personal income. Receives more lenient tax restrictions on loss carry forwards. Can raise capital through the sale of the stock. Incorporation involves drafting a â€Å"Memorandum of Association† and an â€Å"Articles of Association†, which lists the primary purpose of the business and its location, along with the number of shares and class of stock being issued, if any. Incorporation will also involve state-specific registration information and fees. Those procedures are undertaken by a promoter who is a person who starts up a business, particularly a corporation, including the financing. The formation of a corporation starts with an idea. Pre-incorporation activities transform this idea into an actual corporation and the promoter is the individual who carries on these activities. Usually the promoter is the main shareholder or one of the management team and receives stock for his/her efforts in organization. Without incorporation, Company Law cannot stand by itself as law amended is critically meant to protect the shareholders as well as the member of the company which is incorporated. As mentioned above, incorporation tends to protect the welfare of the business and its owners in various perspectives like intellectual property, taxation and capital shares. In other words, Company law (or the law of business associations) is the field of law concerning companies. Furthermore, there are various types of company that can be formed in different jurisdictions as shown in Malaysian Company Act 1965 Section 14(2) which are: a company limited by guarantee. Commonly used where companies are formed for non-commercial purposes, such as clubs or charities. The members guarantee the payment of certain (usually nominal) amounts if the company goes into insolvent liquidation, but they have no economic rights in relation to the company. a company limited by guarantee with a share capital. A hybrid entity, usually used where the company is formed for non-commercial purposes, but the activities of the company are partly funded by investors who expect a return. a company limited by shares. The most common form of company used for business ventures. an unlimited company either with or without a share capital. This is a hybrid company, a company similar to its limited company (Ltd.) counterpart but where the members or shareholders do not benefit from limited liability should the company ever go into formal liquidation. Meanwhile, there are thousands of company law cases that showed that incorporation is the bedrock of formation of Company Law. As such, We held out a few cases here which clearly indicated the importance of Company Law in determining the court case related to incorporation. Salomon v A Salomon and Co Ltd [1897] AC 22 Corporate separate personality Salomon conducted his business as a sole trader. He sold it to a company incorporated for the purpose called A Salomon and Co Ltd. The only members were Mr Salomon, his wife, and their five children. Each member took one  £1 share each. The company bought the business for  £39,000. Mr Salomon subscribed for 20,000 further shares. However,  £10,000 was not paid by the company, which instead issued Salomon with series of debentures and gave him a floating charge on its assets. When the company failed the company’s liquidator contended that the floating charge should not be honoured, and Salomon should be made responsible for the company’s debts. Lord Halsbury LC stated: â€Å"†¦ it seems to me impossible to dispute that once the company is legally incorporated it must be treated like any other independent person with its rights and liabilities appropriate to itself, and that the motives of those who took part in the promotion of the company are absolutely irrelevant in discussing what those rights and liabilities are.† Hickman v Kent or Romney Marsh Sheep-Breeders’ Association ‘Outsider rights’ Hickman was a member of the Kent or Romney Marsh Sheep-Breeders Association. He began a court action complaining of various irregularities in the affairs of the association. Clause 49 of the Associations constitution stated that all disputes were to handled by arbitration. The question of whether a person who is not a member of the company has rights to sue on the ‘statutory contract’ provide by what is now section 33 of the Companies Act 2006 was considered . It was held that an outsider to whom rights are purportedly given by the company’s articles in his capacity as an outsider cannot sue in that capacity, whether he is also a member of the company or not. From this case comes the fundamental concept that a company has a legal personality or identity separate from its members. A company is thus a legal ‘person’. Macaura v Northern Assurance Co Ltd [1925] AC 619 Members have no interest in a company’s property The owner of a timber estate sold all the timber to a company which was owned almost solely by him. He was the company’s largest creditor. He insured the timber against fire, but in his own name. After the timber was destroyed by fire the insurance company refused the claim. The House of Lords held that in order to have an insurable interest in property a person must have a legal or equitable interest in that property. The claim failed as â€Å"the corporator even if he holds all the shares is not the corporation†¦ neither he nor any creditor of the company has any property legal or equitable in the assets of the corporation.† In a nutshell, the effect of incorporation which is embedded in Section 16(5) â€Å"On and from the date of incorporation specified in the certificate of incorporation but subject to this Act the subscribers to the memorandum together with such other persons as may from time to time become members of the company shall be a body corporate bby the name contained in the memorandum capable forthwith of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession and a common seal with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided by this Act† clearly demonstrated that the foundation of Company Law is the ‘company’ and that without incorporation and the creation of a separate corporate personality, there couldn’t be a base for the formation of Company law and Companies Act. 2. In practice, in no circumstances, is it possible to pierce the corporate veil between a parent and a subsidiary company. A company is an artificial person. Once it is incorporated, it comes into being and is a separate legal entity from its members and officers. The importance of the principle of separate legal entity was first established in the landmark case of Salomon v Salomon & Co Ltd (1897). In this case, Mr Salomon was a sole-proprietor manufacturing boots. The business was successful. Mr Salomon incorporated a company and sold his business to the company in consideration for 20000 shares and debentures of  £10000 issued in favour of Mr Salomon. Mr Salomon ended up holding 20001 of the 20007 shares issued. The other six shared were held by his wife and five children as nominees for Mr Salomon. Unfortunately, the company experienced financial difficulty and was wound up. An action was brought against Mr Salomon to indemnify the company for all the debts due to its unsecured creditors. The House of Lords held that even though the business was managed by the same persons and the same hands received the profits, the company was not an agent or trustee for the members. Incorporation of the company created a separate person. The members were not liable in respect of the company’s obligations. The same applies to parent and subsidiary companies. Both parent and subsidiary companies has their own separate legal entity. One example is the case of The People’s Insurance Co (M) v The People’s Insurance Co Ltd (1986). In this case, the plaintiff company, People’s Insurance Co. (M) Sdn. Bhd. (PICMSB) was a subsidiary of the first defendants company, People’s Insurance Co. Ltd. (PICL). On 12 January 1978, five directors of PICMSM held a meeting. One of the directors was the Managing Director of the defendant (PICL), another one was General Manager and Director of the defendant (PICL), and another one was Executive Director of the defendant (PICL). During the meeting they passed a resolution that affected PICL. The defendant (PICL) denied any liability. The court held that: i. The parent and subsidiary companies are two separate legal entities; ii. Officers of the parent company who are on the Board of the subsidiary are not representatives of the parent company but sit at the Board Meeting as directors and agent of the subsidiary iii. A resolution of the Board of directors of the subsidiary does not bind the parent company. The resolution did not constitute a contract between the parties. Thus, it is held that the principle of separate legal entity applies as well to related companies, including wholly owned subsidiaries. In Adams v Cape Industries PLC (1990), the main defendant was an English registered company presiding over a group of companies whose business was in the mining (in South Africa), and marketing, of asbestos. The company had become the subject of a class action lawsuit in the United States, and the company tried to avoid fighting the case in the American courts on jurisdictional grounds. The Plaintiffs obtained a judgment against the English company in the American courts, but as Cape had no assets left in the U.S., they then sought to enforce the judgment against the principal company in the group in the English courts. The court accepted that the purpose of the corporate group structure set up by Cape Industries had been used specifically to ensure that the legal liability of a particular subsidiary would fall only upon itself and not the parent company in England. The court refused to pierce the veil of incorporation to allow the judgment creditor to enforce its judgment against the judgment debtor’s holding company. The court refused to treat both the subsidiary and holding companies as one single entity. However the legislature recognizes that there may arise circumstances when this principle of separate legal entity may lead to adverse positions, and thus have enacted statutory exceptions to lift the veil of incorporation under specified circumstances. Normally in new situations or circumstances, court decides on case by case basis to pierce the veil of incorporation. There are instances where the court held that the related companies do not have separate legal entities; they are indeed one legal entity. In DHN Food Distributors Ltd v London Borough of Tower Hamlets (1976), DHN carried on the business of operating a grocery on the property owned by one of its wholly owned subsidiaries. The property was compulsorily acquired by the authority which refused to pay compensation to DHN as it did not have any interest on the land. The English Court of Appeal held that the group operated as a single economic unit and thus DHN could recover the compensation due to them under law. In conclusion, in normal practice with no circumstances, it is not possible to pierce the corporate veil between a parent and a subsidiary company as mentioned in The People’s Insurance Co (M) v The People’s Insurance Co Ltd (1986) and Adams v Cape Industries PLC (1990). Only when there arise circumstances can only the corporate veil of a parent and subsidiary company be pierced. 3a. Joe and Mike issue sufficient RM1 shares to Luke to raise his stake to 40% to allow them to defeat the resolution of their removal from the board. The action proposed by Joe and Mike is not allowed under section 132D of Companies Act 1965. Section 132D(1) of the Act reads, â€Å"notwithstanding anything in a company’s memorandum or articles, the directors shall not, without the prior approval of the company in general meeting, exercise any power of the company to issue shares†. Unless the power to issue shares has been vested in the members at a general meeting, the directors are not allowed to issue shares. Under this section, the company’s power to issue shares is not transferred from the directors to the members in general meeting. Rather, it imposes an obligation on the directors to obtain the approval of the company’s shareholders in general meeting before exercising their power to issue shares. When an allotment of shares takes place by the company without compiling without any statutory procedure, it is an irregular allotment. Although it is necessary to obtain only an ordinary resolution for the issuance of new shares, section 132D (5) requires such resolution to be lodged with the Registrar of Companies (ROC). When the minimum subscription is not received, it is an irregular allotment and it is void. The directors are liable to pay both the company and also to the allotee. On the other hand, prior approval of the members is not required if the shares issued are consideration or part consideration for the acquisition of shares or assets by the company. Section 132D (6A) provides that if the consideration for the shares in kind or partially in kind, it is sufficient for the directors to inform the members in writing at least 14 days before the shares are issued. The consequences for non compliance of section 132D are provided in section 132D (6) which reads, â€Å"Any issue of shares made by a company in contravention of this section shall be void and consideration given for the shares shall be recoverable accordingly†. In fact, the directors are liable to compensate the company and the allottee for any loss, damages or costs which might occur as a result of the breach. According to section 132D (7), â€Å"any director who knowingly contravenes, or permits or authorizes the contravention of, this section with respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby†. Thus, Joe and Mike shall be liable to pay compensation to the company and Luke if any loss or cost incurred. However, the shareholders or creditor of the company may apply to the court for validation of the shares under section 63. If the court finds the issuance of shares is just and equitable, the court may order the validation of the shares which were not properly issued. In the case of Kepala Sawit (Teluk Anson) Sdn Bhd v Yeoh Kim Leng & Ors (1991), the court held that â€Å"an act of the company which is irregular offers room for its regularization or validation by application of the just and equitable principles embodied in section 63†. Nevertheless, it seems to be impossible for the court to validate the shares in the situation above if any appeal is made. Besides that, the intention of Joe and Mike to raise Luke’s shares is to allow him to defeat the resolution of their removal from the board. Section 128 of the Companies Act 1965 provides for the removal of a director of a public company but no provision is made for the removal of a director of a private company. This is left to the company’s article. Article 69 of Table A provides that the company may by ordinary resolution remove a director. Thus, if Singing Stars Sdn Bhd’s article has adopted Table A, then the procedure provided in Section 128 has to be followed. Also, depending on the company’s article, either an ordinary or special resolution has to be passed in the meeting by the shareholders of the company. In business or commercial law, ordinary resolution is a resolution passed by the shareholders of a company generally affirmed by not less than 50% of the members casting their votes, whereas special resolution is generally affirmed by not less than 75% of members casting their votes. Therefore, even if Luke’s stake can be raised to 40%, he still can’t defeat the resolution because a resolution is passed based on the voting cast by the majority in the meeting. Hence, Tony shall not worry about Joe’s and Mike’s action in raising Luke’s stake to 40% by issuing shares as its legality is bounded by section 132D of Companies Act 1965. Also, the removal of a director is allowed when a resolution is passed in the meeting. With only Joe, Mike and Luke to defeat the resolution, the resolution to remove them off as the directors can still be passed. 3b. After this they will pass resolutions to remove Tony from the board and to replace him with Luke. Directors are agents of the company and thus owe a fiduciary duty towards the company. Section 4(1) of the Companies Act 1965 provides that, â€Å"director includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act and an alternate or substitute director†. Section 4(1) states that a director includes a de facto director, a shadow director and an alternate or substitute director. Sections 122(1) and (1A) of the Companies Act 1965 provides that, â€Å"every company shall have at least two directors, who each has his principal or only place of residence within Malaysia†. Sections 122(2) of the Companies Act 1965 provides that, â€Å"no person other than a natural person of full age shall be a director of a company†. This is clear that only a human being can be a director. Besides that, Section 122(2) imposes the minimum age of the director which is 18 years old. Thus, only a person who is 18 years old and above may be appointed as a director. Section 129 of the Companies Act 1965 provides that, â€Å"notwithstanding anything in the memorandum or articles of the company no person of or over the age of seventy years shall be appointed or act as a director of a public company or of a subsidiary of a public company†. A person who aged 70 years old and above can only be a director if the resolution appointing him as a director receives approval from at least 75% of the votes at the company’s annual general meeting. The office of a Tony as a director may become vacant if he is disqualified pursuant to the Companies Act 1965 or the articles of association, resigned from the position, removed from the board of directors and retires by rotation. Articles of association of the company provides that the office of a director shall become vacant if the director (a)ceases to be a director by virtue of the Companies Act 1965 (b)becomes a bankrupt or makes any arrangement or composition with his creditors generally (c)is prohibited from being a director by reason of any order made under the Companies Act 1965 (d)becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to metal disorder (e)resigns his office by notice in writing to the company (f)for more than six months is absent without the permission of the directors from meetings of the directors held during that period (g) without the consent of the company in general meeting holds any other office of profit under the company except that of managing director or manager (h)is directly or indirectly interested in any contract or proposed contract with the company and fails to declare the nature of his interest in a ma nner required by the Companies Act 1965. Tony will not be removed as he is not disqualified by the articles of association. The resignation of a director may take effect on the date which the board receives the letter of resignation, the date stated in the letter or according to the articles of association. Section 122(6) of the Companies Act 1965 provides that, â€Å"notwithstanding anything contained in this Act or in the memorandum or articles of a company or in any agreement with a company, a director of a company shall not resign or vacate his office if, by his resignation or vacation from office, the number of directors of the company is reduced below the minimum number required by subsection (1) and any purported resignation or vacation of office in contravention of this section shall be deemed to be invalid†. Tony does not take action to resign from a director. Tony will not be removed from the board. However, he may be removed from the board by an ordinary resolution. Section 128(1) of the Companies Act 1965 provides that, â€Å"a public company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its memorandum or articles or in any agreement between it and him but where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders the resolution to remove him shall not take effect until his successor has been appointed†. A public company may remove a director by ordinary resolution before the expiration of his term of office. The resolution is passed if it garnered more than half of the votes casted. A director of a public company is not possible to be removed by other director as provided in Section 128(8) which reads that, â€Å"a director of a public company shall not be removed by, or be required to vacate his office by reason of, any resolution request or notice of the directors or any of them notwithstanding anything in the articles or any agreement†. Thus, Joe and Mike are not able to remove Tony from the board. To remove a director, a special notice of the resolution is required to serve to the company at least 28 days before the scheduled members’ meeting as stated in Section 128(2) of the Companies Act 1965, â€Å"Notwithstanding anything to the contrary in the memorandum or articles of the company, special notice shall be required of any resolution to remove a director or to appoint some person in place of a director so removed at the meeting at which he is removed, and on receipt of notice of an intended resolution to remove a director the company shall forthwith send a copy thereof to the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting†. The special notice of ordinary resolutions is also called notice of intention is given by the members to the company at least 28 days before the scheduled meeting. Then the company must give at least 14 days’ notice to the members before the meeting is scheduled to be held. It is provided in Section 153 of the Companies Act 1965, â€Å" where by this Act special notice is required of a resolution, the resolution shall not be effective unless notice of intention to move it has been given to the company not less than twentyeight days before the meeting at which it is moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or ,if that is not practicable, shall give them notice thereof, in any manner allowed by the articles, not less than fourteen days before the meeting, but if after the notice of intention to move such a resolution has been given to a company, a meeting is called for a date twenty-eight days or less after the notice has been given, the notice, although not given to the company within the time required by this section, shall be de emed to be properly given†. The board of directors may attempt to undermine the members’ proposal to remove a director, the board may call for the meeting to be scheduled less than 28 days from the receipts of the members’ notice. Section 153 of the Companies Act 1965 provides that the meeting is not invalidated if it is held less than 28 days after the notice was given by the members to the company. In Soliappan v Lim Yoke Fan [1968] 2 MLJ 21, the High Court held that Section 128 was not mandatory. The power to remove directors under that section co-existed with any power contained in the articles of association. Therefore, 28 days notice is not necessary, the removal could be affected in accordance with the articles of association. However, on the facts the proper notice required under the articles of association had not been given either, so removed as director and consequently the plaintiff was not properly appointed as director of the company. If Tony is removed from the board, he may claim compensation or damages for the termination of his appointment as a director. Where the company has entered into a contract with Tony and the company breached it by removing him, then Tony has the rights to claim compensation. Section 128(7) of the Companies Act 1965 provides that, â€Å"nothing in subsections (1) to (6) shall be taken as depriving a person removed thereunder of compensation or damages payable by him in respect of the termination of his appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section†. Tony who is appointed as a director is not required to retire unless the articles of association provides so. Upon retirement, the shareholders may re-elect the directors who have performed but not those who failed to perform up to expectations. In See Teow Chuan & Anor v YAM Tunku Nadzaruddin Ibni Tuanku Jaafar & Ors [2007] 2 MLJ 212, the board of directors made a resolution that all executive directors must retire on attaining 55 years of age. The plaintiffs brought an action challenging the introduction of a new term into their existing contract that they should retire. The court held that the power to pass the resolution as to retirement of directors was a fiduciary power entrusted by the memorandum and articles of the Company. That power was used for a collateral or improper purpose, namely to remove the plaintiffs and was invalid. In conclusion, Joe and Mike are unable to remove Tony from the board and replace Tony with Luke. Tony will be removed from the board if he meets one of the events stated above. 3c. As an added incentive the shares will be issued to Luke for RM0.60 each to allow for a tidy profit. The issue here is whether Joe and Mike can issue shares to Luke at RM0.60 each to allow for Luke’s support towards them. The issuance of shares below the nominal value of RM1.00 is called issuance of shares at a discount. At common law, the issuance of shares below the par value (at a discount) is prohibited because it constitutes a reduction of share capital without confirmation by the High Court. Section 64 of the Companies Act 1965 requires a special resolution that authorizes the reduction of its share capital with the confirmation by the Court. Case : Re Wragg Ltd. Facts : A liquidator took up a court case seeking a declaration that certain shares in the company issued to two members and registered in their names as fully paid were not properly issued as fully paid up. The liquidator asked for an order that the two members pay the amounts unpaid thereon. Held : The transaction was wholly legitimate. Lindley L.J. stated â€Å"it is not law that persons cannot sell property to a limited company for fully paid-up shares and make a profit by the transaction. We must not allow ourselves to be misled by talking of value. The value paid to the company is measured by the price at which the company agrees to buy what it thinks it worth it while to acquire. Whilst the transaction is unimpeached, this is the only value to be considered.† However, there are two exceptions to the rule against issuing shares at a discount that are stated in Section 58 and 59 of Companies Act 1965. In occasions where the company enters into an underwriting agreement wherein the underwriter will subscribe the shares in the company if the shares are not taken, in return, the company agrees to pay the underwriter a fee. Section 58 of Companies Act 1965 recognises this commercial agreement provided that the payment of that commission is not more than 10% of the issued value of the shares and is authorized by the company’s articles. Section 59(1) of the Companies Act 1965 states that the company can issue shares at a discount of a class already issued if – (a) The discounted shares are authorized by ordinary resolution passed in general meeting of the company and is confirmed by Court order; (b) The resolution specifies the maximum rate of discount at which the shares are to be issued; (c) the company can only issue shares at a discount only after one year it is entitled to commence business; and (d) the discounted shares must be issued within one month from court’s confirmation or within extended time as allowed by Court. According to section 59(4), the discounted shares must be offered to existing members of that class based on pro rata basis. Failure to do so, the company and every officer who is in default shall be guilty of an offence punishable with a fine of RM1000 and default penalty in accordance with section 59(7) of the Companies Act 1965. Case : Ooregum Gold Mining Co of India v Roper Facts : The market value of the  £1 ordinary shares of the company was 2 shillings and 6 pence (2s 6d). The company issued preference shares of  £1 each with 15s credited as paid, leaving a liability of only 5s a share. Held: The holders of the discounted shares are liable to pay the full nominal value to the company. In common law, issuance of shares at a discount is prohibited but there are statutory exceptions under section 58 and 59 which enable the company to issue shares at a discount. In this case, Luke is not the underwriter of Singing Stars Sdn Bhd. Therefore, Joe and Mike cannot issues shares at a discount to him by virtue of section 58 of the Companies Act 1965. However Luke can be entitled to get the shares at a discount if the discounted shares are passed by a majority of members who are present and votes at the meeting and confirmed by the Court order, which specify the maximum rate of discounts are to be issued, commence it’s business after one year and issue the discounted shares issued within one month from court’s confirmation or within extended time as allowed by Court, then Luke can be entitled to the discounted shares after the existing shareholders are offered the discount. Luke will not be getting the shares at a discount because the most of shareholders are not satisfied with Joe and Mike and wanted to vote them from the board. Hence, the majority of them will win and Luke will definitely not getting his shares at a discount. If Joe and Mike insist on issuing the shares at a discount to Luke, the holder of the shares (Luke) may be liable to pay the full nominal value of the shares as stated in the Ooregum principle. Besides, the directors (Joe and Mike) who are responsible for the unlawful issue may be held liable to the company for the discount allowed. In conclusion, Tony can sue Joe and Mike for breach of companies act and they will be held liable to company in respect of the discount allowed. From the above Tony and the other four shareholders can vote to reject the acceptance of payment by land from Luke for the shares. Joe and Mike do not have the power to accept the payment without the knowledge of the members of the company. If the transaction is still done Section 132D(6) provides that the shares issued are void and the directors shall be liable to compensate the company and the person whom the shares were issued to for any loss, damages or costs which they may sustain as consequence of the breach. 3d. Luke has suggested that the company might accept some land which he owns as payment for the shares. Section 67 (1) of the Companies Act prohibits a company from: Financing the purchase of its own or its holding company’s shares Giving financial assistance for the purpose of or in connection with the purchase of its own or its holding company’s shares Dealing in or lending money on its own shares In the case of Datuk Tan Leng Teck v Sarjana Sdn Bhd, the plaintiff entered into a contract to sell a piece of land to the 2nd defendant, Pasti Hasil Sdn Bhd for a piece of land at a price of RM15, 896,995. According to the agreement, RM1,000,000 of the purchase consideration will be capitalized as paid-up capital for 1,000,000 shares in the SSB. PHSB had paid RM3,300,000 for the land to SSB and RM1,000,000 out of this payment had been considered as a payment for 1,000,000 shares in SSB. Thus, 1,000,000 shares had been allotted to Pasti Hasil Sdn Bhd. The court held that financial assistance has been given to Pasti Hasil Sdn Bhd as the defendant agreed to treat a portion of the sum owed by Pasti Hasil Sdn Bhd as payment for the shares. Section 67 (1) prohibits the company from giving financial assistance unless it is bona fide commercial transaction entered in good faith. As Pasti Hasil Sdn Bhd had not paid anything for the shares the share capital of the defendant had reduced. In the case of Belmont Finance Corporation Ltd v Williams Furniture Ltd (No 2), Belmont’s directors paid  £500,000 of Belmont’s money under a scheme to help a company called Maximum ( which was owned and controlled by a Mr. Grosscurth) to buy shares of Belmont. Goff LJ held that the agreement was unlawful and the payment was made by Belmont for an illegal purpose, namely to facilitate the purchase by Grosscurth and his associates of Belmont’s shares. Lord Denning in Wallersteiner v Moir (1974) propounded the following test: â€Å"You look to the company’s money and see what has become of in. You look to the company’s shares and see into whose hands they have got. You will then see if the company’s money has been used to finance the purchase.† Thus for this case if the company accepts Luke’s land as payment for the shares, it is not a bona fide commercial transaction entered in good faith and is prohibited by section 67(1). Thisi s because the land serves no specific purpose to the company and future benefits will not flow to the company through this entity. This means that the land is of no use to the company at the time of purchase which shows that it is not a bona fide commercial transaction. Furthermore this also shows that the company’s money paid to Luke for the land will be used to purchase its shares. If Joe and Mike accept this transaction, they will be guilty under section 67(3) of the Companies Act and section 67(4) provides that officers who are guilty are liable to compensate the company or any person who has suffered losses or damage as a result of the prohibited transaction. REFERENCES 1) http://www.scribd.com/doc/64780622/1/S128-1-Companies-Act-1965 2) http://www.ssm.com.my/files/clrc/consultation_documents/cd2.pdf 3) Chan Wai Meng (2012) . Company Law in Malaysia: Cengage Learning.

A Thousand Splendid Suns Journey

Preliminary Advanced English 2012 A Thousand Splendid Suns Khaled Hosseini God,  grant me the serenity to accept the things I cannot change, the courage to change the things I can, and the wisdom to know the difference. A Thousand Splendid Sons by Khaled Hosseini portrays the courage within people to overcome change and accept the differences that life itself ultimately shows. Hosseini has written a strong climatic novel from the beginning of an accomplished civilized nation through to a war-torn country separated into pieces with no bounds of destruction.This intriguing story is set on the outskirts of the city Herat situated in Afghanistan where a young girl Mariam is born. The story is later moved on to the capital city, Kabul where another young girl Laila is given birth to. Hosseini depicts an image of women’s suffrage that is truly heart filled and effectively shows the inner strength, courage and bravery women had in order to survive and live to fulfill their many hop es and dreams. The author does this through the effective use of characterization, narrative style, the themes and issues portrayed within the text, relationships and emotions.Khaled Hosseini has used strong characterization and use of the technique narrative style in order to depict Mariam and Laila who are the two main characters in Hosseini’s inspiring yet heartbreaking story a thousand Splendid Suns. Hosseini has written this story through the technique of third person in order to effectively show the true feelings of the characters Mariam and Laila. The strong use of third person as the narrative style is a very important part of this text as it clearly emphasizes the emotions and feelings that Mariam and Laila experience whilst they face the many hardships placed upon them. She lived in fear of his shifting moods, his volatile temperament, his insistence on steering even mundane exchanges down a confrontational path that, on occasion, he would resolve with punches, slap s, kicks, and sometimes try to make amends for with polluted apologies, and sometimes not. †Mariam’s thoughts are so clearly depicted in the above lines that it gives the reader a full insight on how she fears each and every day as to how and what her husband’s mood will be when he arrives home and according to that how she will be treated. This illustrates the unjust behaviour she faces in her married life.The narrative style also is an excellent feature that engages the reader as it is a truly inspiring experience to be able to understand and comprehend what a woman is going through and how many things endlessly roam a mind when overcoming issues in life that we would never even think of let alone need to face in our lifetimes. A Thousand Splendid Suns also incorporates many themes and issues in Afghan society that effect women up until the present day. Hosseini shows the harsh reality of many women whose lives are filled with injustice and cruelty. He illustra tes the cultural distinction between marriage and true love.The marriages in the novel are forced arranged marriages that have no likelihood to love. Mariam’s mother, tells her child that marriage cannot hold love, that men are cold heartless creatures, yet later after Nana’s unexpected death Mariam’s first instinct when she was being forcefully married to an elderly man Rasheed, thirty years her senior was of despise but later she thought with an open mind and knew she wouldn’t want to be a burden on anyone as a young unmarried women. Mariam therefore had hope that her marriage would lead to contentment and possible love, but unfortunately the marriage delves into abuse and oppression.At this time she remembers her mother’s words â€Å"A man’s heart is a wreched, wreched thing. It is not like a mother’s womb, it will not bleed for you, it will not stretch to make room for you† these words fill her mind with truth as she looks upon her one sided, disastrous marriage filled with hate and inequity. Another aspect that is shown quite clearly in Hosseini’s text is that of multiple marriages. In this novel Mariam’s husband finds young Laila buried under rubble after a torpedo strikes her street and instantly kills her family. He takes her home and says to his wife to care for her.Once she is recovered he gives her an ultimatum that in order for him to take care of her and live with them she must marry him as she has no other way to live in such a war torn city. She agrees and later in time joins the oppression, abuse and injustice placed on Mariam. Hosseini illustrates the true colors of what these women go through and how life itself becomes a nightmare for them. There are many relationships displayed in Hosseini’s novel, relationships of hate, love, youth, friendships, siblings, marriages and family, but there is one very unique bond formed in this text.Hosseini at first portrays the obv ious jealousy Mariam has towards the young girl Laila, as she must share her husband with such competition. Rasheed, husband to two, purposely points all of Mariam’s flaws out to his new wife. He tells her all of Mariam’s deep secrets, and most importantly that she is a harami (illegitimate child) and that she is of no respect in society. Hosseini illustrates the hurt and pain Mariam endures when she realizes all those years of slaving endlessly to please her husband were of no use as he disrespects her in such a demeaning manner.Although Mariam tries her hardest to despise Laila, she realizes that Laila endures the same pain, oppression and hardships she does. Therefore Laila and Mariam begin to bond, share the work load of cleaning and cooking, have an occasional tea together which thus makes them realize that with such a bond anything is possible. Hosseini therefore suggests that women have an extremely strong ability to find strength and support within one another in order to help them overcome the impossible.This bond becomes more than just friendship; to them it seems like an inseparable tie of hope that god created for them through such hardships in life. This relationship effectively gives a positive view on the upcoming events in the novel and illustrates Hosseini’s positive depiction of support in relationships. This novel also shows the emotions used in order to create hope and the reality of which destiny unfolds. The people in this novel strive to believe in hope when going through the harsh realities forced upon them by political and personal oppression.Both Laila and Mariam depend upon somebody in their lives to overcome their problems and give them hope. For Mariam she looks upon the wise and elderly- Mullah Faizullah who taught her every aspect of knowledge of her religion. He never looked down upon her as a harami (illegitimate child) but as a child who was not even in a single way at fault and said to her â€Å"Behind e very trial and sorrow that He makes us shoulder, God has a reason. †Ã‚  These simple words gave Mariam the courage to believe and follow her faith as she knew no matter what life threw at her she’d always have her faith.Laila also has her childhood best friend Tariq as her savior, who treats her as his equal. Laila feels that no oppression is laid upon her when she is with Tariq and that he only urges her to follow her hopes and dreams through the roughest of times. When these rough times finally arrive Hosseini shows a cycle where dreams that once were fulfilled are crushed and where hope and success in the near future, which were once visible- began to crumble instantly. In this point of the novel â€Å"Laila has moved on. Because in the end she knows that’s all she can do. That and hope.   This creates suspense and emotional attachment with the characters as those hopes and dreams are flattened in moments just like the Afghan women’s suffrage portray ed through Mariam and Laila’s life, time and time again. As they both raise their hopes and see happiness through all the grim darkness in the war filled Afghanistan, they are only lead to disappointment. Hosseini truly illustrates the moments of hope and faith in these women’s lives but also gives the reader a thorough depiction on destiny, and how anything can change no matter what hopes and dreams you have.Khaled Hosseini has written a truly heartbreaking yet inspirational novel that any women would be empathetic towards. A thousand Splendid Suns is a story filled with multiple issues that will be present in society forever, it illustrates oppressions placed on women, hardships war-torn countries such as Afghanistan face and the relationships that are torn apart and can never be fixed and are therefore forever estranged. Hosseini truly inspires people to never lose hope even through the worst of times and to hold on to your faith, be true to yourself, think with an open mind and take one step at a time.