Challenges And Constraints Of Solar Energy Environmental Sciences Essay

Challenges And Constraints Of Solar Energy Environmental Sciences Essay The biggest challenge that Solar Energy faces today is the alternative conventional energy sources that are cheaper in terms of consumption measures (Rupees per KWh).Electricity generated from Solar Energy is costlier compared to that produced from coal-fired power plants. Government and enterprises are working on producing cheaper solar cells to reduce cost of usage. Although the price of Solar Photovoltaic technology has decreased in the last years, it is still not a feasible solution for large scale power generation purposes. In India, the average cost of Photovoltaic modules is around Rs. 2 lc/KWh and the cost of electricity generation of electricity from Solar Photovoltaic and Solar thermal route is in the range of Rs. 12 -20 per kWh and Rs. 10 15 per kWh respectively. The electricity produced this way is four-five times costlier from that produced from conventional sources. Advancement in technology is required to reduce this gap. The manufacturing process needs to be more cost- effective since the Solar Photovoltaic conversion of electricity is a high-technology process demanding high level of skills and expertise. Companies are allocating special funds for research and development in the industry to encourage innovations to improve the process. Since the field is a relatively new one with less knowledge in the field, new companies face challenges in coping up with the existing players in the field. India is suitably located to receive sufficient sunlight all round the year. However there are a few places which do not receive enough solar energy throughout the year, which affects the cost of production. Areas which receive huge amounts of rainfall and are clouded for most parts of the year, automatically get ruled out as prospective sites for Solar Energy generation. Another major challenge that solar energy faces is storage of the generated power. Electricity from Photovolatic cells cannot be generated during the night and during cloudy days and hence suitable measures have to be adopted to store the energy produced during the other times of the day. Another major disadvantage is that access on a short term basis cannot be predicted. Since India is located near to the equator the incoming radiation fluctuate a little every year, it is however difficult to predict the incoming radiations on a day to day basis. Apart of this there are seasonal variations which cause the supply and demand to grow out of phase. It is thus imperative that Solar Energy cannot be relied upon as the only source of electricity for potential uses like space heating, till proper storage measures are invented. It is also difficult to store energy since it also increases the cost of production and installation. Only once this issue gets resolved can solar energy actually com pete with other existent sources of energy. ENVIRONMENTAL COSTS Due to absence of proper government regulation ,local government and individuals are skeptical about the effect that setting up of big solar power plants will have on the individuals and environment. A large scale solar power plant typically requires approximately one square kilometer for every 20-60MW generated. RAW MATERIAL AND WASTE PRODUCTS Some of the materials ( like Cadmium) used for producing Solar PV cells are hazardous and other raw materials like plastics used for the packaging of the cells are non-biodegradable, thereby impacting the environment. Although some of the waste generated during the manufacturing process is recyclable (silicon), not all other materials are recyclable and disposal of the same is a challenging process. AESTHETICS AND DESIGN Another barrier to wider adoption of solar cell and solar module products and systems among commercial and residential consumers is aesthetics and design. Consumers have resisted solar products for aesthetic reasons. Established solar products are heavy, rigid, fragile and non-modular. Solar cell and solar module manufacturers can improve aesthetics by developing products that can be more attractively integrated into building structures, and that are lighter, flexible and modular and hence more feasible. Growth in future and driving factors Concentrated Solar Vs Photovoltaic Solar Solar energy utilization technologies can be broadly classified into two categories as Concentrated Solar Technology Photovoltaic Solar Technology In Concentrated Solar Technology the solar energy converts heat liquids into steam, which is then used to drive turbines to produce electricity, heating and cooling purposes, providing hot water etc. In PV Solar, solar panels are used to produce electricity. The Concentrated Solar technology provides a good alternative to PV solar, one that is less expensive and more versatile. Benefits of concentrated solar technology are: It uses existing resources like generators, piping and mirrors. Due to which the production costs are much lower than PV solar In producing solar energy no hazardous materials are used. Thus it is free from production hassles that could arise due to future government laws or policies. It can also store the heat that is generated during the day, and use it at a later time when the electricity is needed. Storing heat is much more efficient than most forms of storing electricity, and does not require expensive equipment or large tracks of land. Due to the aforementioned benefits Concentrated Solar Technology is currently a more sought after method. But the potential for PV Solar Technology is higher and is being worked over across all countries. Government incentives Major percentage of the solar energy production has been backed by the government world over. Few of the government incentives in the following ways are: FIT (mainly in europe) Direct Subsidy on panels Renewable Portfolio Standards (RPS, in US) ITC (Investment tax credits, in US) Some of the goals with respect to solar energy of different countries driven by government initiatives are: The  European Union  has linked goals to get 20% of its energy from clean sources by 2012. Chinas Renewable Energy Law aims to raise the total percentage of renewable energy used in the country to 15% by 2020. The U.S. Stimulus Bill of February of 2009 included $60 billion in loan guarantees for companies building solar and wind plants with the goal of doubling renewable energy production from 2009 to 2012. In June of 2008, Germany approved a law cutting its solar subsidies by 10%. Further, under the law subsidies will fall another 8%-10% each year for the next three years. The Spanish Government cut its solar subsidies by 30%. Renewable energy demand Shifts in renewable energy demand are a major driver for the solar market. Two major drivers of this shift are climate change  and  peak oil. Climate Change With more people than ever being aware of global warming and its potential effects, and fear of the repercussions of a carbon-based energy scheme is driving consumer demand for alternatives like solar. With increasing number of people being aware of global warming and its harmful effects, rising fear caused due to carbon based energy production, the demand for alternative energy resources are in demand. The number of awareness campaigns to promote the use of alternative resources has increased tremendously over the past few years and will continue to rise in the future. Wind and Solar energy are the first potential step taken into consideration. Peak Oil and Energy Independence The ever rising oil prices and the scarcity of finding the mines and oil reserves are a growing concern. It is predicted that the oil resources will dwindle to such an extent that the growth of any country will be a standstill if measures are not taken today to curtail the dependence. Furthermore, a large part of the world oil supply can be found in politically turbulent countries; with OPEC having dominant control over world oil supply (and, therefore, prices), many countries desire energy alternatives in order to break dependence on geopolitically unstable nations. Technology and Silicon Supply Silicon was previously used extensively by the semiconductor industry. But, with the advent of solar power and its rapid growth the demand for them has increased exponentially, resulting in an under-supply of silicon unable to meet the current demand. Thus the higher prices in silicon mean higher production costs for solar companies and lower margins. For a sustainable growth and control in costs of production in the future the demand-supply equilibrium must be in check. In recent years the technical advancements in the field of solar power has been rapid and tremendous. Everyone across the value chain, manufacturers and suppliers are working towards producing more solar energy out of the existing solar equipment. Advancements have included increasing cell energy efficiency, using thinner wafers, and increasing generating power in low-light (generation of energy even on a cloudy day). The advancement in two new manufacturing processes namely string-ribbon technology and thin-film technology, designed to drastically reduce the  silicon  required to make PV cells, could dramatically decrease the cost of new PV cells. The use of a new nanotechnology based approach using Tetrapod Quantum Dots (TQ-Dots) is being considered. It is an economical alternative to replace the silicon wafer based solar cells with flexible TQ-Dot solar cells and has the advantage of generating electricity from UV and infrared wavelengths allowing generation 24/7. Government Regulation As the solar industry continues to grow at 25% per annum, the government is faced with the challenge to regulate the industry to allow for equitable distribution of the industry benefits. The Union Ministry has set up a separate Ministry of Non-Conventional Energy Sources later renamed as Ministry of New and Renewable Energy. The government is trying hard to bring India to the number 1 level by introducing grid based incentives and providing concession at various levels of manufacturing and distribution in its recent budget 2010-11. Effect on the Environment: There is an ongoing debate on how Concentrated Solar Plants especially inare affecting the environment. There is a concern how the use of vast amounts of public land for Solar Energy development will affect local inhabitants. Local Government and Environmental bodies have raised concern for reliable regulatory measures to be setup to understand the affect on the operations of such large plants on the environment. It is expected that the government will frame certain special energy zones, where concentrated solar plants will be setup. Permitting: The permit fees to set up Solar Plants varies in different areas in the countries, which causes variations in the setup price causing a dilemma in the minds of prospective investors.The cost of Solar Installation in a city varies from Rs.15,000 to Rs. 50,000.Many countries that used to face such issues are now migrating to a uniform permit fees system to encourage investment in this field. Regulating Solar Energy Providers: As part of JNNSM, government has dedicated NTPC VidyutVyapar Nigam, for the purchase of Solar Energy by independent solar plants, the prices of which are fixed by the Central Regulatory Electricity Commission for a given period of time. The power distribution companies will purchase the power generated from these plants at the prices set by the regulator.They would also follow the below mentioned norms: CERC has announced tariff of Rs. 18.44 per unit for solar PV power and Rs. 13.45 per unit for solar thermal power for 25 years; Zero or concessional duty to be applied on import of some specific items; Zero Excise duty on manufacture of many solar energy devices within the country; NTPC VVN will purchase solar power for a period of 25 years at fixed tariff announced by CERC; CERC will review the costs every year and fix tariff accordingly for new projects. Union Budget 2010-11: Government has announced an allocation of $10bn for the Jawaharlal Nehru National Solar Mission. The budget also provides incentives to private solar companies by reducing customs duty on solar panel by 5% and exempting excise duty on photovoltaic panels.

Brunswick Plastics Essay

Introduction Brunswick Plastics, located in Canada, is an injection molding company. Brunswick Plastics produces 50 different products; however, they are not reaching capacity. Production required multiple labor hours, and since they weren’t at capacity, they were finishing a little above breakeven. The Division Manager of Brunswick Plastics, Michael Smith was informed of an opportunity for his company and must make a decision on whether or not to venture into this opportunity. Mr. Smith was informed of a project of producing 150,000 milk crates. He can place a bid for the project. However, Mr. Smith isn’t confident in the information that he has, and needs answers to best estimate the costs of producing the additional units. The costs that he knows are as follows: Production Labor$0.14 Loading Labor 0.02 Crate Materials 1.71 Stamp Materials 0.04 TOTAL$1.91 per unit Stamping Machine $5,000 one-time cost Mr. Smith must make a critical pricing decision to have a competitive advantage in the bid process. He has specific questions which answered, will provide a confident grasp on the situation to enable him to make a decision on whether to place the bid and at what price. If the bid is too high, it will most likely be rejected, and the company would lose the opportunity to reach capacity and make a higher profit. But, if the bid is too low it would cause a loss for the company. We will answer Mr. Smith’s questions throughout this case analysis. Question #1: Based on your interpretation of Exhibit 3, what is your estimate of the change in â€Å"PFMOH† cost if the factory were to run one extra batch of 150,000 milk crates? Based on the interpretation of Exhibit 3, the linear regression that has the most accurate relationship with Plant Fixed Manufacturing Overhead (PFMOH) is Direct Labor Hours (DLH). Michael Smith calculated that 3,472 scheduled machine hours would be need, 2,083 running hours. Using the equation, PFMOH=4321+(2.85*DLH), and knowing that an operator must be present for each hour of scheduled machine hours (3,472), we can determine an increase of $14,216.20. We must also factor in depreciation expense (straight line depreciation) of $500 annually ($5,000/10years). Yielding a change of $14,716.20. 4,321+(2.85*3,472)=$14,216.20 $14,216.20+$500=$14,716.20 Question #2: What is your estimate of the incremental cost per unit for one batch of 150,000 milk crates? The incremental cost per unit is $2.09 and is determined by adding the direct labor and direct materials per unit to the variable overhead. Variable overhead is determined by multiplying the number of machine hours by the â€Å"rule of thumb† for variable overhead, which is stated in the case as $13 per machine hour of â€Å"running time,† and dividing the product by the number of units. ($13*2,083)/150,000=$0.18 $1.91+.18=2.09 Question #3: What does Exhibit 2 suggest would be a â€Å"normal† price for milk crates for an â€Å"average† job shop? What does this suggest about the $3.00 price which seems to prevail at the time of the case? The case suggests the price for the crates for an average job shop is: 150,000*$3.00=$450,000*57%=$256,500 Therefore, the direct materials and direct labor is $256,500, $1.71 per unit for the average job shop. At $1.71 per unit, Brunswick’s bid price will be much higher at $3.00, which increases the chance that the bid will be rejected. Question #4: What is the â€Å"strategically relevant† cost per unit for milk crates? (for purposes of deciding whether or not the $3.00 â€Å"market price† is profitable, on an ongoing basis) At $3.00 market price, producing the 150,000 crates would be profitable for Brunswick, because the profit per unit is $0.81. Production Labor$0.14 Loading Labor 0.02 Crate Materials 1.71 Stamp Materials 0.04 Variable Overhead 0.18 PFMOH 0.10 TOTAL COST$2.19 per unit $14,716.20/150,000=$0.10 $3.00-$2.19=$0.81 At $0.81 a unit for 150,000 units, Brunswick’s annual profit would be $121,500. $0.81*150,000=$121,500 Question #5: What is your advice to Mr. Smith regarding the milk crate opportunity? Be specific and show the calculation supporting your advice.  Assuming the original fixed costs will not be changed, we would recommend that Mr. Smith place the bid for the project. A price of $3.00 is the average current market price; however, considering Mr. Smith’s need for the contract to alter his contribution margin and to meet capacity, we recommend him bidding at $2.90. His opportunity cost of not getting the bid is greater than the $0.10 he will lose if he made a bid at $2.90.The chances are fair for Mr. Smith’s bid to be accepted at this price. If it is accepted, Brunswick would increase their profit by $106,500 annually. They would also come much closer to meeting capacity if they placed the bid. $2.90 Market Price per unit-$2.19 Total Cost per unit= $0.71*150,000 units=$106,500 of profit Question #6: What overall strategic advice do you have for Mr. Smith? What isn’t the business doing better, given the new â€Å"specialties strategy† and good business conditions? Support your answer with relevant cost analysis. Based on details within the case, Mr. Smith is obviously bidding jobs too high and not allowing his plant to increase its volume and obtain full  capacity. We would advise Mr. Smith to get a better understanding of his costs in order to price his jobs more competitively. Take this project for example, if the incremental cost of this milk crate project is $2.09 and he is certain he can win the bid at $2.90, then that $0.81 of revenue can contribute to 55% of the SG&A costs for the year, from a project that is only 25% of Brunswick Plastics annual sales revenue. Additionally, the case states that a successful bid would give Brunswick a competitive advantage in future orders. Therefore, if they won the other half of the milk crate orders, it would further cover their fixed overhead and not hinder the capacity requirements of the other products Brunswick produces. $0.81*150,000=$121,500/$220,000=.55 or 55% Conclusion Considering the calculations we have made, we recommend that Michael Smith place a bid on behalf of Brunswick Plastics for the 150,000 milk crate project at $2.90. It will be wise for Mr. Smith to come in at the lowest market price to dramatically increase the chances of his bid being accepted. Brunswick needs to win this bid so that they may be able to better their contribution margin and come closer to meeting capacity. A win will also increase profit, so they are much higher above breakeven. This could lead to further business with the Dairy Counsel as well.

Company Law

BT20403/Company Law Business Entities: Company Law Topics covered: Types of Company Formation of a company; †¢ Promoters Pre-Incorporation Contract †¢ Memorandum and Articles of Association Inconsistency between the object and the company’s activities Upon incorporation: †¢ Company is an artificial legal person †¢ Separate legal entity Lifting the corporate veil scs&ismk/company law CONT. 2 The Effect of Incorporation †¢ Memorandum of Association & Articles of Directors’ duties and liabilities association †¢ Common law & statutory †¢ Termination †¢ Limited Liability Winding up Doctrine of Ultra Vires Pre-Incorporation Contract Directors’ duties and liabilities scs&ismk/company law 3 In Malaysia, the law relating to companies are governed by the Companies Act 1965 (CA 1965). scs&ismk/company law 4 The word company or corporation is defined under s. 4(1) CA: Besides the CA 1965, other relevant legislations are the Capital Markets Act 2007, the Securities Commission Act 1993 and the Companies Commission of Malaysia Act 2001. â€Å"company† means a company incorporated pursuant to this Act or pursuant to any corresponding previous enactment; Although company law in Malaysia is based mainly on CA 1965, there are key areas of company law hich are based on judicial precedents. â€Å"corporation† means any body corporate formed or incorporated or existing within Malaysia or outside Malaysia. A company or corporation is a legal association of people who combine to finance a business. scs&ismk/company law 5 scs&ismk/company law 6 1 BT20403/Company Law A company with share capital is a private co mpany if its M&A provides: s. 15(1) S. 14(2) S. 14(2) CA 1965 provides the classification of companies: †¢ restricts the right to transfer shares; †¢ Limits the number of members to not more than 50; †¢ Prohibits any invitation to public to subscribe any of Type of companies he company’s shares or debentures; †¢ Prohibits any invitation to public to deposit money Limited by shares Limited by guarantee with the company Unlimited liability A public company is a company other than a private company refer s. 4(1) for definition Limited by both shares and guarantee scs&ismk/company law †¦cont 7 Obtain approval for the proposed name; Lodge certain documents with SSM (Suruhanjaya Syarikat Malaysia/ Companies Commission Malaysia (CCM) ) including: – Defines the essential company’s structure †¢ †¢ †¢ †¢ Memorandum and Articles of Association; Statutory declaration by promoters and directors; Particulars of directors and registered office; Declaration of compliance; Statement of the allotment of shares of the Name of the company Company’s equity Company’s liability Object of the company scs&ismk/company law 9 10 Each company must have its object. Alteration of the general provisions of the Memorandum of Association to the extent and manner provided by the CA – s. 21. The objects are stated in the Memorandum of Association. The company may, by special resolution, alter the memorandum by altering or by deleting, the provision, unless the memorandum itself prohibits the alteration or deletion of that rovision – s. 21A. scs&ismk/company law components 8 3rd party who deals with the company may refer to the company’s M&A which is deposited with CCM. Pay the registration fees scs&ismk/company law scs&ismk/company law The purpose: †¢ To define and limit the activities of the company. †¢ If there is discrepancy between the object and i ts activities, thus such transaction is ultra vires and void. 11 scs&ismk/company law 12 2 BT20403/Company Law By virtue of s. 28(1) CA, the company may alter the provision of its memorandum with respect to the objects of the company. If company’s activities inconsistent with the object, Refer to Ashbury Railway Carriage & Iron Ltd v Riche (1875) Common law position – such ultra activities are ultra vires hence void and unenforceable. It cannot be ratified. Alteration can only be done by special resolution at the General Meeting. Statutory provision s. 20 Companies Act 1965 – such transactions are valid. scs&ismk/company law 13 scs&ismk/company law 14 Alteration of the general provisions of the Articles of Association by special resolution s. 31 CA A set of regulations for internal management of the company. Option: The company may: – adopts Table A, Fourth Schedule of the CA 1965 – (s. 30); excludes Table A, Fourth Schedule of the CA 1965;  œ creates its own AA, yet does not exclude the application of Table A, Fourth Schedule of the CA 1965, thus Table A will be applicable in the event of any lacunae. scs&ismk/company law 15 scs&ismk/company law It is a binding contract between the company and its members; – Hickman v Kent Sheep Breeders Assoc (1876) – Eley v Positive Government Security Life Assurance Co (1875) Before a company can be formed, there must be some persons who have an intention to form a company and who take the necessary steps to carry that intention into operation. (Setting up the company) It is also a contract between individual members in their capacity as members. – Wong Kim Fatt v Leong & Co Sdn Bhd (1976) – Rayfield v Hands (1958) 16 Per Cockburn, C. J in Twycross v Grant (1877), a promoter is described as â€Å"one who undertakes to form a company with reference to a given project and to set it going, and who takes the necessary steps to accomplish that purpose. † scs&ismk/company law 17 scs&ismk/company law 18 3 BT20403/Company Law Promoter owes fiduciary duties towards the company: Promoters owe fiduciary duties towards the company, not to the individual members of the company. †¢ To act in good faith To ensure that there is no conflict of interest If the promoter is in breach of his fiduciary duties, it is the company who may take legal action against the promoter. Refer to cases: – Erlanger v New Sombrero Phosphate Co (1878) – Gluckstein v Barnes (1900) scs&ismk/company law 19 scs&ismk/company law 20 Failure to disclose , company has options: A promoter has to disclose any transaction entered, either by, †¢ Company may rescind the contract (Erlanger v †¢ disclosing in M&A; †¢ by communicating to an independent Board of New Sombrero Phosphate), and Directors; †¢ By communicating to the existing and intended embers of the company. †¢ in certain circumstances, company may be able to claim the secret profit obtained by the promoter (Gluckstein v Barnes), †¢ Company may file suit for damages for the breach of fiduciary duties (Re Leeds & Hanley Theater), scs&ismk/company law 21 If the company elects to affirm the contract, company may have a cause of action against promoters for: 22 At times, promoters will have to enter a contract with a third party though the company has yet to be registered. We have to analyse above situation from both position i. e. Common Law and Statutory †¢ deceit, †¢ fraud †¢ negligent misrepresentation cs&ismk/company law scs&ismk/co mpany law 23 scs&ismk/company law 24 4 BT20403/Company Law Pre-incorporation contract is a contract entered by any person on behalf of a company prior to its incorporation: Once such contract is ratified by the company then it will be of retrospective effect, s. 35(1). †¢ Common law: Failure to ratify will render the person who enters the contract to be personally bound by the contract, unless there is an express agreement to the contrary, s. 35(2). Company is not bound by a pre-incorporation contract as the principles of agency cannot be invoked (Kelner v Baxter, Newborne v Sensolid, Phonogram, Rover Industrial etc). †¢ Statute: If company ratifies the pre-incorporation contract, the company will be bound by and entitled to the benefit of the contract as if it had been in existence at the date of the contract, s. 35 CA 1965 (Cosmic Insurance Corporation Ltd v Khoo Chiang Poh (1981) scs&ismk/company law Common Law the pre-incorporation contract is unenforceable on the grounds that: the company is not in existence yet, thus law of agency is inapplicable. the company cannot ratify such transaction as there is no principal-agent relationship involves. 25 Statutory 26 Company XYZ was set up on 1 March 2011; Ms Kyra (promoter), on behalf of Co. XYZ, entered a transaction with ABC on 15 Feb 2011; Co XYZ’s first meeting was on 10 March 2011, whereby Ms Kyra disclosed the pre-incorporation contract to Co. XYZ. s. 35(1) of CA 1965 allows the company to ratify such transaction, it will bind the company with retrospective effect Cosmic Insurance Corporation Ltd v Khoo Chiang Poh †¢ If XYZ has agreed to ratify the contract, thus XYZ is bound by the transaction with ABC with retrospective effect from the date of transaction (i. e. 15 Feb 2011). †¢ If XYZ refuses to affirm, promoter will be personally liable, s. 35(2). (1981) Newborne v Sensolid GB) Ltd (1945), Kelner v Baxter, Phonogram, Rover Industrial etc). scs&ismk/company law scs&ismk/company law 27 scs&ismk/company law 28 Upon incorporation, a company is considered as an artificial legal person, i. e a person created by statute. S. 16(5) CA 1965 provides that â€Å" on and from the date of incorporation specified in the c ertificate of incorporation but subject to the 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 by the name contained in the memorandum capable forthwith of exercising all the functions of an ncorporated company and suing and being sued and having perpetual succession and a common seal with a power to hold land but with such liability on the part of the members to S. 16(5): As a ‘body corporate’, 1. a company’s obligations and liabilities are its own, and not those of its participants; 2. a company can sue and be sued in its own name; 3. a company has perpetual succession; 4. a company’s property is not the property of its participants; 5. a company can contract with its controlling participants contribute to the assets of the company in the event of its being wound up as is provided by this Act. † cs&ismk/company law 29 scs&ismk/company law 30 5 BT 20403/Company Law a. k. a corporate veil The company is a legal person separate from its participants. The law treats a company as being a separate person from its members and those who manage its operation. In the event of winding up, members are liable up to their unpaid shares only. They are not liable to contribute if they have had paid up their shares. This means that: Case Salomon v Salomon & Co Significance of the case †¢ its obligations and property are its own and not †¢ ‘Separate legal entity between members and those of its participants; and company’. its existence continues unchanged even if the identity of the participants changes scs&ismk/company law cash, debenture Pty Ltd company 20,001 shares Family 32 Facts: The company was put into liquidation; The assets were realised to pay off the secured creditors: †¢ Salomon was the debenture holder for Salomon & Co, hence was given priority The unsecured creditors were left empty handed Liquidator sued Salomon shoe business Salomon scs&ismk/company law 31 6 shares scs&ismk/company law 34 Lee v Lee’s Air Farming (1961) AC 12 Court of Appeal: †¢ Salomon was liable to indemnify the company against the losses. Abdul Aziz bin Atan & 87 others v Ladang Rengo Malay Estate Sdn. Bhd. [1985] 2 MLJ 165: House of Lords: †¢ Reversing the Court of Appeal’s decision. †¢ Salomon and the company were separate persons. scs&ismk/company law scs&ismk/company law 33 35 scs&ismk/company law 36 6 BT20403/Company Law In the Application for Re Yee Yut Ee (1978) 2 MLJ 142 – In a company limited by shares, a member’s liability to contribute to meet the debts of the company is limited to the amount (if any) remaining unpaid on their shares – s. 18(1)(d). The High court held that a director is not liable for the company’s debts. Allows investors to quarantine the risk of a particular venture from their other assets. In practice, creditors may negotiate personal guarantees from controllers. scs&ismk/company law 38 Once a person has sold or given his property to the company he no longer has any right over it. The property belongs to the company, and the member no longer has any right or interest. S. 19 mentions that a company has the ‘power to hold land’. This can be taken to mean that a company can own other types of property too. The property of a company is its own, and not that of its members. Macaura v Northern Assurance Co. Ltd. (1925)AC619 . Even if a member holds almost all the shares of a company, he does not have any proprietary interest in the company’s property. scs&ismk/company law scs&ismk/company law 37 39 scs&ismk/company law 40 The corporate veil will be lifted in these situations derived from †¢ Common law †¢ Statutory There are certain circumstances whereby the Court are asked to lift the corporate veil and ignore the separate legal entity of the company If the court lift up the corporate veil thus it will be able to discover the identity of the participants of the company and impose liability upon them. Thus, the separation between the company and its participants (members and officers) does not exist anymore. scs&ismk/company law 41 scs&ismk/company law 42 7 BT20403/Company Law Common Law In the event of evasion of contractual obligations – Gilford Motor Co v Horne -Jones v Lipman Sham purposes: Re FG Films Fraudulent: Re Darby The company is an agent or partner of the controller Taxation and nationality rules: Daimler Co Ltd v Continental Tyre & Rubber; scs&ismk/company law †¦common law(cont) Public interests (when it is just and equittable) – Aspatra Sdn Bhd & 21 Ors v Bank Bumiputera Malaysia Bhd & Anor †¦. statutory (cont) †¦common law (cont) holding – subsidiary: s. 5(1) Holding – Subsidiary †¢ S. 169 financial Companies: statement – Tiu Shiu Kian v Red †¢ Where the company is in Rose Restaurant Sdn the relationship of holding Bhd; and subsidiary, SLE is – Hotel Jaya Puri Bhd v inapplicable as the Act National Union of requires a consolidated Hotel, Bar and profit and loss account for Restaurant Workers holding and subsidiary company, s. 169 Statutory S. 36- member less than 2; S. 121(1) &(2) – misdescription (unless company is willing to ratify) providing share assistance to purchase own shares, . 67(5) Taxation purposes †¢ S. 140 Income Tax Act 1967 Payment of dividend from other sources, not from profit †¢ S. 365(2) DHN Food Distributors Ltd v Tower Hamlets London Borough Council †¦statutory (cont) issuance of prospectus which is pending approval †¢ s. 44(2) †¢ s. 48(4) incapable of payin g the company’s debt †¢ S. 303(3) – no reasonable or probable expectation fraudulent trading – s. 304(1) scs&ismk/company law scs&ismk/company law 43 44 Definition †¢ S. 4(1): A director is a person occupying the position of director by whatever name called. †¢ Includes a ‘shadow director': not an ‘official' irector, but someone whose directions board ‘accustomed to act’ in accordance with. A director must be a natural person and of full age: s122 (2). The general powers of management rest with the board of directors – Article 73 Table A. 45 scs&ismk/company law 46 Disqualification of Directors †¢ S. 11 CA – makes it a criminal offence for an undischarged bankrupt to act as a director or shadow director without judicial consent. †¢. Company Secretary †¢ Every company must have a company secretary. The secretary may be a director of the company, unless there is only one director, in which case t he ecretary must be the second individual. scs&ismk/company law 47 scs&ismk/company law 48 48 8 BT20403/Company Law Common Law Fiduciary duties †¢ Bona fide †¢ To act diligently †¢ To ensure that there is no conflict of interest Duty of care and skills †¢ Expectation of a reasonable man †¢ Delegation of authority Retirement Statutory To disclose any interest s. 131 To act in good faith – s. 132 Misuse of the company’s confidentiality- insider trading- s. 132A & s. 132B Unauthorised transactions that might jeopardise the company – s. 132C Interest in another company- s. 134 Secret profit- s. 135 scs&ismk/company law As agreed Resignation †¢ Tender notice as prescribed by the Articles of Association; Dismissal/Removal †¢ Without waiting for expiry of the term- could lead to another legal suit taken by the director against the company 49 scs&ismk/company law 50 Registrar’s power under s. 308: †¢ Defunct companies In ap proving the scheme of arrangement, the court may order immediately for dissolution of a company – s. 178. Voluntary winding up – s. 254 †¢ The members of the company may pass a resolution to wind up or through winding up by creditors Court’s Order – s. 217 †¢ The grounds as specified in s. 218(1) scs/company law 51 9

Movie Adaptations of Robert Louis Stevenson´s Dr. Jekyll...

amp;#9;Robert Louis Stevenson’s Dr. Jekyll and Mr. Hyde has evolved into one of the most acclaimed pieces of literature in modern American society. One aspect of a continual spark of interest with the novel is motion pictures. Various directors through the years have interpreted the book through their own eyes and the following is a depiction of that. One might question Dr. Jekyll and Mr. Hyde’s overwhelming success. Theme restaurants, Broadway shows and movies all have indicated a public interest in the classic. Americans especially have been fascinated with Stevenson’s portrayal of the split personality Dr. Jekyll whom many can relate too. amp;#9;The first movie that I decided to use for this examination is the 1932 restored version†¦show more content†¦From the Muriel’s father’s dinner party to Poole, the smooth transition that Mammoulian incorporated in his direction was second to none. It was also impressive to note that this movie is over 60 years old and that as I watched it, I felt like this was the most accurate portrayal of Robert Louis Stevenson’s novel that I have ever watched. amp;#9;There are several elements or subplots that were evident in the 1932 version of the novel that were nowhere to be found in the original masterpiece. One of the most evident is Dr. Jekyll’s love interest, Muriel. Rouben Mammoulian added an entire twist to the movie that served as a way of relating how the transformation of Jekyll and its effect on others. Muriel essentially is Dr. Jekyll’s fiancamp;eacute;e whom he is madly in love with. As the movie progresses we see how this new invention that the doctor has discovered transpires him into an evil man and how the relationship quickly takes a turn for the worst. amp;#9;You can clearly see that Mammoulian wanted his viewers to notice that the transformation was costly in the relationships with the people that Dr. Jekyll loved and cared about the most. Another important plot that the book includes but is nowhere to be found in the movie is the murder of Sir Danvers Carew. The importance that this character displays in the book is central to the turning point