kindly answer the question - LAW485

a) With reference to section 33(1) of the Companies Act 1965 and relevant cases, briefly explain the legal effect of the memorandum and articles of association. (70 marks) b) The articles of association of Dicey Sdn Bhd contains a clause which states that Ali shall be the solicitor of the company and shall have charge of all legal matters of the company. Ali was one of the members who signed the articles. When Dicey Sdn Bhd commenced its operation upon receiving its certificate of incorporation, the board of directors, having a fall out with Ali, decided to appoint another solicitor, John, in place of Ali. Ali wishes to challenge the appointment. Advise Ali. (30 marks)