(a)Empire Furniture Bhd. has appointed Zizanin as its Managing Director. The object clause in the company's constitution stated that the company's business is manufacturing furniture. As a director, he has been given various powers by the company's constitution. He proposes on appointing Johanes, who has been convicted of bribery 7 years ago, as one of the directors of Empire Furniture Bhd.

Advice on whether these proposals are valid.

(5 marks)

(b)Adlin and Aman decided to form a company under the Companies Act 2016 with a paid-up capital of RM500,000 under the name of Panthera Sdn. Bhd. The company's incorporation was registered on 1 May 2020. Panthera Sdn. Bhd. has passed a special resolution to adopt a constitution and the company's object clause is manufacturing and selling computer and mobile phones accessories. Adlin and Aman were the only directors and shareholders of the company and Adlin was appointed as the Managing Director. According to the company's constitution, Adlin, the Managing Director, has the absolute power to approve any decisions relating to the acquisition of the company's property. Aman passed a resolution to approve the purchase of a shop house for the company to carry on new businesses i.e. of selling mobile phones and providing phone repair service.

Advise Adlin whether the company may carry on the new businesses and whether he can rescind the purchase of the shop house.