Question 5
(a) Maria; a company secretary for Green Sdn. Bhd had recently negotiated for a contract on behalf of the company. In addition, Maria had also exercise her powers in relation to equity instruments (shares) for the company.
Advise Maria. (10 marks)
(b) Ringo is the director of Justice Sdn. Bhd (“The company”). Becky and Loren are the shareholders of the company. The company’s constitution provides that the distribution of the company’s dividends shall increase at by 0.5% annually based on the profits earned by the company. In addition, a clause in the company’s constitution also provides that all matters of dispute within the company shall be resolved through the company’s legal department before referring the matter to arbitration.
Two months ago, the auditor in the company discovered that there were discrepancies in the company’s financial accounts during which Becky was serving as director. Ringo in representation of the company intends to bring the matter to arbitration. This suggestion however was rejected by Becky that the matter ought to have been resolved by the company’s legal counsel instead.
In a separate situation, Ringo intends to reduce the percentage in relation to the distribution of dividends in light of the global financial crisis that has impacted businesses generally.
Advise the parties above with references to the relevant cases and sections in the Companies Act 2016. (15 marks)
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