Senthra Sdn.Bhd.

TUTORIAL 2

CONSTITUTION OF A COMPANY

LLD21593/LLS2123 COMPANY LAW

SEMESTER I 2017/2018

Senthra Sdn.Bhd. (“the company”) owns and operates food and beverage stores in Terengganu. Its constitution contains a clause limiting its objects to food and beverage retailing. The directors of the company are Sun, Moon, Star, Light and Sky.

Sun proposed to the board of directors for the company’s business to include building construction businesses. All of them resolved to accept such proposal except for Star. Star alleged that the board’s resolution was invalid.

On October 2016, a general meeting was held and it was resolved that the company would cease to engage external consultation services in order to avoid paying high consultancy fees and to save the company’s costs.

Night was earlier appointed as a financial consultant of the company for a period of five years. He received a written termination notice from the company in view of the recent change in the company’s constitution. Night informed the company that he would challenge the amendment of the company’s constitution and also wanted to claim for damages for breach of contrasts for his sudden removal.

In the meantime, Day who is a member transferred his shares to Rain, an outsider. The transfer was approved by the directors but the registration of Rain’s name as a new member was still pending. Rain complained to the company that he was denied from exercising his right in a general meeting because he was not informed of the general meeting.

Advise the board of directors of Senthra in relation to all of the issues arising in the above facts.

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