Corona Trading Sdn. Bhd. (CTSB), a subsidiary of  Syarikat Gemilang Bhd, currently has three directors, Mr. Kamarul Hisham, Dato’ Majid Yusuf, and his wife, Datin Azizah Salleh. They are also members of the company. 

CTSB is holding a meeting of its members as requisited by a member who hold 12% shares, to discuss the removal of Mr. Kamarul. The board is unhappy with the requisition, but they agreed to call for the meeting since the CTSB’s constitution allows the removal of director as specified in section 206, of the Companies Act 2016. The meeting is attended by eight (8) members who personally present and three (3) proxies. Two (2) of the proxies are appointed by Dato’ Majid while the other one (1) is appointed by Datin Azizah. Besides that, the meeting is also attended by two (2) representatives of Syarikat Gemilang Bhd. Since the chairman of the board, Mr. Kamarul, is not present at the meeting, the meeting elects one of the members who personally present, Dr. Azmin Awang, to chair it. 

During the meeting, several issues are raised by the members. They are dissatisfied with the appointment of proxies as they think it could affect the result of voting by show of hand and they are questioned why the company does not address the removal of the director by written resolution since private companies are encouraged to apply written resolution, and the pandemic COVID-19 is still present. The question makes some of the members realize that they have the right to propose a written resolution. However, they wonder whether the written resolution proposed by them has the same requirements as proposed by the board of directors. 

As a company secretary, you need to assist the chairman of the meeting in explaining the issues to the members.

REQUIRED:

(a)Explain the reason for holding the above meeting physically. Show how many votes on a show of hands are required to resolve the resolution in the above meeting (Support your answer with working and justification). On the other hand, if the resolution can be passed by written resolution, how to determine whether the resolution is passed. 

Answer rating: 100% (QA)

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