XiaoGongShi Pte Ltd (XPL) was a small company incorporated in Singapore. It was incorporated on 1 Apr

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XiaoGongShi Pte Ltd (XPL) was a small company incorporated in Singapore. It was incorporated on 1 Apr 2013 and its memorandum and articles of association had not been amended since its incorporation. XPL also had an objects clause within its memorandum which stated that the company's object was to carry on the business of processing, producing, mixing, packing, manufacturing, importing, exporting, buying, selling, trading and dealing with all types of food and beverage items including but not limited to processed foods, health foods, food products, fast foods, poultry, seafood, dairy items, health and diet drinks, bakery products and confectionery items in and outside Singapore. There were no other objects. The business had been doing well. In view of the demand for delivery services during the COVID-19 restrictions, the directors of XPL decided to boost the business by buying over the business of delivery service provider MahMahMoove (3M). A contract was entered into by XPL to purchase 3M's business at a price of$3million. Several shareholders of XPL were completely against the idea of expanding into delivery service because it was outside the scope of the company's objects clause.

(a) What is the status of the memorandum and articles of association of XPL since the Companies (Amendment) Act 2014 became operative?

(b) Advise the board of XPL if the contract to buy over 3M's business could be challenged on the ground that it was outside the company's objects clause. In your answer, explain to the board how the dissenting shareholders may prevent the contemplated purchase of3M's business.

Support your answers with relevant statutory provisions and case law (if any).