Maya Bhd is a company based in Kuala Lumpur and listed in KLSE, they are involved in manufacturing Solar panels. The company has always wanted to diversify their business to other industries.
As one of the director who is knowledgeable in Company Law, you have been asked to explain to other board of directors on various issues that may arise out of this initiative to expand their business.
You are expected to support your advice with relevant cases and sections of the Malaysians Company Act.
1. Since the company may have to form subsidiaries to carry out some of the business the directors would like to know if one of them could be appointed as promoters and if it is done, what step can the directors take to avoid any kind of personal liabilities?
You are required to advice the company on the steps that can be taken to avoid any kind of liabilities on the part of director who could be acting as the promoter.
2. When it comes to venturing into new businesses, funding is always an issue and the directors would like to know why it would be better for the company to issues shares instead of taking a loan. The main focus should be on the difference between the two and why issuing shares could be better option.
You are required to explain to the Board on the difference between share and debentures.
3. Since Maya Bhd had just appointed a number of new directors and they are not familiar with the changes that we made to duties of directors under the company. The senior directors have asked you to explain the major changes that have been introduced under the 2016 Company Act.
You are required to advice on the important changes that were introduced in the Company’s Act 2016 with regards duties of directors.
4. Some of the directors would like to get a clearer picture on what happens if the idea of subsidiary company does not work out, if the expansion idea fails can they go ahead and apply for winding up.
You are required to discuss under what kind circumstances can a company go for voluntary winding up.