Rose, Daisy and Petunia are the directors of Bloomwell Sdn Bhd, a company which specialises in the cultivation and sale of plants and flowers. They are also equal shareholders in the company. Two months ago, a quarrel broke out between Petunia and the other directors and since then, Petunia has refused to co-operate with Rose and Daisy on most company matters. Rose and Daisy, in an effort to dilute Petunia’s voting power and prevent her from vetoing special resolutions intend to take the following courses of action:(i) Issue a substantial amount of new shares to Tulip, a close friend of Rose and Daisy; and(ii) Make the company provide a fixed charge on its land as security to Bank Senang Pinjam, which is prepared to give a loan to Tulip to finance the subscription of the shares.Required:Advise Petunia whether there are any grounds on which the validity of the proposed courses of action may be challenged. (10 marks)
