Fast Solution Berhad (FSB) is a company that involves in telecommunication business. Shares of FSB have been issued in two different classes namely Ordinary Class Shares and Preference Class Shares. FSB’s constitution among others provides that:

Clause 11

“The shareholders of FSB’s Preference Class Shares shall enjoy such rights including free usage of condominiums in Penang and Kuala Lumpur once per year.”

Recently, FSB had convened the class meeting for the shareholders of FSB Preference Class Shares. Since variation clause was not provided in FSB’s constitution, a resolution was passed with the consent of 55% shareholders of the said class to change the right of free usage of its condominiums to once for every two years. Jay Jay, one of the shareholders of FSB Preference Class Shares argued that the said modification was not valid and claimed that his right to use the said condominiums will not be affected by the said resolution.

In the meantime, FSB had announced the dividend of 8% to the shareholders of FSB’s Ordinary Class Shares in December 2020. Since FSB had not enough profit, FSB instructed Sinar Ria Bhd (SRB), its own subsidiary to make the payment to the shareholders of FSB’s Ordinary Class Shares. However, SRB refused to do so.

 Later, FSB also sold its debenture to the public and appointed Kunang Berhad (KB) to be the trustee for its debenture holders. KB has a subsidiary named Maju Berhad (MB) which holds 10% of shares in FSB. The debenture holders are not satisfied with this appointment.

 Advise Jay Jay, SRB and the debenture holders.