13:03 7 Not Secure - ewble-kpr.utar.edu.my C 4 of 4 UBML2013 COMPANY LAW (GAR 052021) QUESTION FOR GROUP ASSIGNMENT REPORT Kita Boleh Sdn Bhd (the Company) was incorporated on 1" May 2016 with a total of 20 shareholders in the company. The business objective was to provide landscape designing and infrastructure development. Mary and Huat Chai were the two substantial shareholders in the Company where each of them held 25% shares. The remaining 50% shares were jointly held by 18 other shareholders. Alan, Danny and Ethno were the three directors in the Company. On I" March 2019, Mary and Huat Chai decided to migrate to Australia. Hence, they sold all their 50% shares in the Company to Mr Bijan. The board of directors approved the transfer of shares to Mr Bijan since Mary and Huat Chai were leaving Malaysia. Mr Bijan is a retired medical officer with sound financial background. During a meeting with the board of directors, Mr Bijan came to know that the Company was negotiating a big project to provide eco-friendly landscape designing in ABC Park for a housing development company. Mr Bijan saw the forthcoming business opportunity in the Company. Since then, Mr Bijan started his acquisition of all the balance 50% shares. By 1" November 2019, Mr Bijan and his wife Rose became the only shareholders of the Company. Mr Bijan liked to have regular meetings with the board of directors. The board of directors constantly had disagreement with Mr Bijan due to his lack of knowledge on landscape designing and engineering work. However, Mr Bijan insisted that the directors follow his instructions. On 1" March 2020, the three directors resigned from the Company. On the same day, Mr Bijan became the managing director while Rose and their son Nasir were the other two directors. In fact, a few days before Alan resign, he signed a contract on behalf of the Company with Muda Development Sdn Bhd (Muda) to provide Muda an eco-friendly landscape designing and maintenance of the man-made lake in ABC Park at a value of RM3 million. On 1" May 2020, as per contract, Muda paid RMI million to the Company to commence the landscape work. On 5" May 2020, Nasir met Bob during an art exhibition. Nasir decided to start a painting collections business with Bob as Nasir predicted such type of business would be profitable for the Company. Nasir needed RM500,000 to start the business. Rose told Mr Bijan to fulfil Nasir's wish. At the same time, Rose wanted for herself a pink diamond ring worth RM500,000 to match her new pink evening gown. Mr Bijan handed the RM1 million which the Company received from Muda to Rose for her to pay for Nasir's new business and the pink diamond ring. On I" January 2021, Muda found out that the Company did not perform any work as required on ABC Park. Muda threatened to take legal action against the Company. Mr Bijan is now very worried as the RM1 million from Muda has totally been utilized by Rose. In addition, Mr Bijan actually faced great difficulty in managing the Company's business. With reference to decided case laws and relevant sections of the Companies Act 2016. advise the relevant parties. (Assignment answer = 45 marks) (Reference = 2 marks) (Quality of writing = 3 marks) TOTAL = 50 marks This question paper consists of I question on 4 printed pages. A m