B Kenny is an accountant who works for the emerald pty ltd and is also head of finance for the company . He assists the directors on the day to day operations of the business and takes care of the company's accounts . Emerald pty ltd has internal rules contained in the company constitution. One of the rules provide that no officer of the company can arrange for loans over $10k unless it is approved by board of directors . Kenny later applies for a $20k loan overdraft to one of the company's account with anz bank . This overdraft is granted by the bank . As this account was an operation account , the overdraft does indeed end up being used by the company for this expenses . When the directors se sequent let discover the account is overdrawn then suspend Kenny and the tell the bank that due Kenny exceeding his authority the company is not liable for inappropriate lending by th e bank and the bank needs to seek collect from Kenny personally . 1. Is company liable to anz for bank overdraft ? ( 10 marks) 2. Explain the principle of the company limited by shares and why is this significant in this case ? (15 marks)