INSTRUCTION: CASE STUDY: Answer the following Case Study making reference to relevant case law and section$($s$)$ of the Companies Act $2004$

Relaxing$-$Rides Limited $($RRL$)$ is a private company which was incorporated in March, $2020.$ The main object of the company is to provide vacation tours to the hotels in Western Jamaica. The company has three directors, Sunny, Moony and Breezy, who are also major shareholders. The Articles of the company authorized the directors to appoint one of their members as Managing Director but this was not done. Due to the demand for the services provided by the company, Moony to the knowledge of the other directors but without their express authority, acted as the Managing Director and has engaged the services of Fix$-$It Garage Ltd$,$ for the overall repairs of the buses. RRL has now refused to pay the company on the ground that Moony acted as the Managing Director without their express authority. Fix$-$It Garage Ltd has decided to take legal action against RRL for the outstanding payments.

In an effort to raise additional funds to purchase two additional buses RRL created a fixed charge over its fixed assets in favour of Growth Financial Limited. The charge was created on June $1,2020$ and was registered ten $(10)$ days after it was created. On June $13,2020$ the company created a second charge in favour of Cash Lenders Ltd$,$ which was registered five $(5)$ days after its creation. A term of the latter charge was that the company may continue to use the assets in its ordinary course of business until further notified. The company is contemplating that in the case of liquidation which charge would take priority in payment.

The articles of RRL provided that "accidental omission to give notice or nonreceipt of notice by any person entitled to receive such notice shall not invalidate the proceedings at the meetings" Fourteen $(14)$ days prior to its annual general meeting, the company sent out notices to its members. Johnny, an ordinary shareholder did not receive the notice, and as a result, he did not attend the meeting. At the meeting, the company passed a resolution to issue bonus shares, instead of the consolidation of $$5$ shares into $$10$ shares as stated in the notice of the meeting. Johnny is furious and is contesting the validity of the meeting as well as the resolution that was passed. REQUIRED:

Question $1$

TOTAL $(30$ marks$)$

a$)$ Advise RRL on the legal issues, Principle, application and advise arising from the case.

$(25$ marks$)$

b$)$ Briefly explain what is meant by the "Veil of Incorporation" and with the use of a decided case outline one circumstance under which the court may lift the "Veil of Incorporation"

$(5$ marks$)$