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a) Amar and Rishi are the only holders of preference shares of Mytech Sdn Bhd. The company's constitution provides, inter alia, that preference shareholders are
a) Amar and Rishi are the only holders of preference shares of Mytech Sdn Bhd. The company's constitution provides, inter alia, that preference shareholders are entitled to a fixed dividend of 10% per annum as well as a general voting right of one vote per share at all general meetings of the company. The company recently passed a special resolution altering the constitution to the effect that preference shareholders shall only have voting rights in respect of those matters that affect their class rights. Amar and Rishi both voted against the resolution but they were outvoted by the ordinary shareholders. Amar and Rishi seek your advice as to whether they could successfully challenge the validity of the said alteration of the constitution. Advise them b) Siong is the managing director of Sunshine Medical Sdn Bhd which deals in medical equipment. The company had undergone financial difficulties due to the pandemic. Siong, knowing that the company is insolvent after his meeting with the chief financial officer and his team, placed an order, on behalf of the company, for medical equipment costing RM1million from Medic Sdn Bhd. The equipment has since been supplied but the company has no financial means to pay for it. Last month Sunshine Medical Sdn Bhd was wound up by the court following a petition by its creditors. Advise the liquidators if they can make Siong and the financial officers of the company personally liable to all or any part of the sum owing to Medic Sdn Bhd
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