QUESTION $2$

a$)$ Suria Stm Bhd held its AGM on $30$ November $2023.$ Notice of the AGM was sent to the members on $2$

November $2015.$ Only three members $($out of a total of $50)$ and two non$-$ members turned up for the

meeting. The two non$-$members attended as proxies of two other members. The chairman of the board

of directors, who presided at the meeting, proceeded to conduct the meeting, despite protests from Joe

$($a director as well as a member$).$ Among other things, the following resolutions were passed $($with Joe

abstaining from voting$)$:

i$)$ A resolution to remove Joe as a director

ii$)$ A resolution to alter the company's articles of association.

Joe wishes to challenge the validity of the said resolutions on the following grounds:

That the meeting itself was not valid because the notice was defective and there was a lack of

quorum.

That the proper procedure for his removal as a director as well as for the alteration of articles had

not been followed.

Required:

Advise Joe on his chances of success.

$($You may assume that the Articles of Association of Suria Sdn Bhd are in the form of Table A of the Third Schedule of the Companies Act $2016).$

b$)$ Joe is also unhappy with the accounts of Suria Sdn Bhd which were passed at the AGM. He wishes to know what accounting records must be kept by the company and whether he may, as a shareholder or director, inspect them at any time.

$-$Your answers must be in ILAC:$-$

I $-$ Issue

L $-$ Law $($section based on Companies Act $2016)$

A $-$ Application $($must have $2$ or $3$ case that related to the situation$)$

C $-$ Conclusion