The shareholders of Santori Sdn Bhd are Sunny, Terri and Ratna. Santori Sdn Bhd holds all the shares in Kotor Bhd and in Bersih Bhd. Kotor Bhd holds all the shares in Gelap Bhd and controls the composition of the board of directors in Terang Sdn Bhd. Gelap Bhd holds 50% of the shares in Bright Bhd and 49% shares in Dark Bhd. Bright Bhd holds all the shares in Chop Bhd. Bersih Bhd controls the composition of the board of directors in Cut Sdn Bhd and holds 50% of the shares in Aiyoh Sdn Bhd. Cut Sdn Bhd holds all the shares in Cry Bhd.
(a)You are required to name:
(i)The wholly-owned subsidiaries of Santori Sdn Bhd.
(ii)The ultimate holding company of Dark Sdn Bhd.
(iii)The related companies of Bersih Bhd.
(b)Sunny was informed by his daughter, Cally, who is currently studying Company Law that there is a possibility that Santori Sdn Bhd is not required to have its accounts audited and filed with the Registrar of Companies. You are required to advise Sunny whether the information given by Cally is correct.
(c)Santori Sdn Bhd has three members, namely Sunny, Terri and Ratna. Recently, Ratna offered to sell her shares to Jelly Sdn Bhd. Jelly Sdn Bhd wrote to the board of directors of Santori Sdn Bhd for their commitment to register the shares in Jelly Sdn Bhd's name if Jelly Sdn Bhd were to buy the shares. You are required to advise the board of Santori Sdn Bhd on the consequences of Ratna selling her shares to Jelly Sdn Bhd.
Use ILAC format to answer the questions Question 1: what is Member remeces {1G marks}: [chapter 1? of Understanding Company Law] Question 1 what is Director's duties (EC! marks}: {chapter 13 of Understanding Company Law} ME}:r duties 5130, 5131, 513; 5133, 5134 and 55336- o'Ft'l're Corporaticms Act 'r'bu will be ashed to advise ASIC have there been breaches of the Corporations Act in the above circumsta nces. 'rbu must look at that for each ofthe five directors {2 executive directors and three non executive crectors}. The compan}:r is in nancial difcultytha't is related in terms howthe directors should be responding to that. wl'ietherthe major response to represent the breach or not. Nominate Type of breach Discuss the provision that has been bread'red. Question 3: Corporate Contracting [10 marks}: Can the bank enforce the mortgage contract against the company"? Section 13 ofthe Corporations act in instances where a Director has misrepresented a cosignatory. Question 5 a) Your supervisor made a statement that, 'It Is not compulsory to attend the staff meetings as long as you come to work. As a company law student, evaluate the statement to the staff who have stopped attending the staff meetings and the consequences. b) Maame Serwaa has Just been appointed as a director of a limited llability company. She has approached you with confusion as she does not know what Is expected of her. Critically break down the subject on directors to her. c). Simba Co. Ltd. has been operating for the past two years without holding any meetings. As the company law Intern, convince your supervisor on the need to rectify the errors. Question 5 a) Your supervisor made a statement that, 'It Is not compulsory to attend the staff meetings as long as you come to work: As a company law student, evaluate the statement to the staff who have stopped attending the staff meetings and the consequences. b) Maame Serwaa has Just been appointed as a director of a limited llability company. She has approached you with confusion as she does not know what Is expected of her. Critically break down the subject on directors to her. c). Simba Co. Ltd. has been operating for the past two years without holding any meetings. As the company law Intern, convince your supervisor on the need to rectify the errors.(a) An abuse cure is a legal right accessible to mistreated investors. It enables the investors to get an activity against the organization which they own offers when the direct of the organization has an impact that is harsh, unreasonably biased, or unjustifiably dismisses the interests of an investor. It was acquainted accordingly with, which had held that where an organization's activities were approved by a dominant part of the investors, the courts won't by and large meddle. Organization law truly depends on the guideline of greater part rule. Board and investor choices of organizations are generally controlled by a straightforward greater part vote. While this idea of lion's share rule is essential to organization law, it contains an innate danger of misuse. This danger was exacerbated by the standard in Foss v Harbottle. As per Brockett this standard gave 'that wrongs to the organization should be changed simply by activity taken by the organization in its own name, rather than the activity of individual individuals or gatherings of individuals, and that 'courts ought not meddle with the inside administration of organizations acting inside their forces.' However, unbending adherence to the standard regularly denied minority investors response against chiefs and dominant part investors. Therefore, the courts built up various 'special cases. In any case, various pundits have contended that the 'exemptions' for the standard in Foss v Harbottle are actually not special cases by any means, but rather circumstances where the standard basically can't apply. In expansion, various commonsense and legitimate challenges concerning the activity of the special cases have implied that moderately hardly any subsidiary activities have continued.' The principle troubles fixated on the impact of confirmation of the purportedly severe lead by the regular gathering of investors. On the off chance that compelling, the implied approval could deny the organization all in all, and henceforth minority investors, any privilege of activity against the chiefs. There were likewise issues brought about by the exacting models that should be set up under the steady gaze of a court may give relief. (b) Any agreement or other exchange implying to be gone into by an organization preceding its arrangement or by any individual for the organization before its development, might be sanctioned by the com-pany after its arrangement; and immediately the organization will get limited by and qualified for the advantage.Discuss the importance significance in the case of Ashbury Rly Carriage and Iron Co Lid v Riche (1875). ( should have facts, judgment and the important points in the case)Remaining Time: 41 minutes, 11 seconds. Question Completion Status: 34 Moving to another question wil save this response Question 34 The primary advantage of magazine advertising is that O i is less costly than newspaper advertising O the ad is available at the point of purchase for the product he exposure Time is limited O il mold effective for business to-business transactions @ the ad can target a specific audience Moving to another question wil save this response O I'm Cortana, Ask me anything. 9
