Question
Burgundy Bhd., whose business is selling furnitures, has borrowed RM500,000 from one of its shareholder, Crimson Bhd. Sapphire Bhd., whose board of director was controlled
Burgundy Bhd., whose business is selling furnitures, has borrowed RM500,000 from one of its
shareholder, Crimson Bhd. Sapphire Bhd., whose board of director was controlled by Burgundy, has
passed a resolution to cause Sapphire to pay off Burgundy's debt to Crimson and in return, 1 million
of Crimson's shares in Burgundy to be transferred to Violet and Magenta, Sapphire's long serving
employees, as fully paid up shares.
On the other hand, Emerald has a very limited funds but is keen on purchasing Burgundy's shares.
Thus, Emerald obtained a loan from Tuscany Bank for the purpose of purchasing 20,000 shares in
Burgundy and 50,000 shares from Hibiscus Bhd., whose 64% of shares were held by Sapphire. Upon
knowing this, Sapphire quickly provided guarantee for Emerald's loan since the Chairman of the
Board in Sapphire is Maya, one of Emerald's friends.
You are the general counsel of Sapphire Bhd. You have been approached by one of the officers,
Lavender, to give your opinion on whether Sapphire Bhd. had contravened any provisions under the
Companies Act 2016.
Your opinion, though not limited to the following, shall refer to:
1. Relevant common law cases;
2. Relevant statutory provisions from Companies Act 2016;
3. Relevant land mark Malaysian cases.
how to answer it?
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