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Monday, December 5, 2011

The Old Van - Squabbles of the Board I

It was a fine good day, John was just finished his jobs for the day, he stretched his tired joints of his whole body and he was intending to have a small talk with his colleque to cool down his brain and to relax his body muscles.  David walked in and sat down in front of him with unpleasant mood.  David “John do you believe that we need to help each other?” John’s tired brain started to crack again.  He recognized such an opening statement usually meant a huge storm was following. He was wondering what would it be, his mind was searching and searching, though it was just a few seconds, sending John to wonder land, his brain gave him thousands of possibilities. The thoughts of John, it was broken by David and back to reality.

David “My other operation in other country is badly needed financial assistance, I have signed a cheque for two hundred thousands, it needs one of yours” Finishing his instruction, David passed a cheque to John, thereafter kept silence and waiting for his signature.

John looked at David and David looked back at John, both of them speechless and stared at each other.  John was drifting away again, his eyes were blurring, his mind was busy searching and searching.  However, this time it took him only a few seconds and it was not necessary for John to visit any wonder land. His brain power gave him solutions to tackle the problems in time before David flared up at him.

He adopted a tactic by leading the way right on to solve the problem by introducing other subjects at the beginning. He would then, one step at the time, going deeper to the disputed and hot issues step by step, by then at the end of the session, problems would be solved without any head on clashes.  He inhaled deeply and kept his fingers crossed, he broke the silence and prepared to be attacked initially “David, why don’t you ask Sam for another signature? I do have your promise; my signatory will only be enforced on our group daily operations” John, by introducing Sam into the conversation, he knew, it would give him some relief as David would be angrily attacked Sam.

David flared “That silly, useless, meat head, talking all the nonsense…..” John stopped him and said “Please David, it’s not nice to talk that way, he has master degree of accountancy” David “master my foot! When he needed fund I gave him from my other country operation! Now it’s only two hundred K, what’s a big deal?” John was saved by a phone call from overseas, looking for David.

John believed he had a space of a few minutes for relaxation and he could not go else way as David would be back to his room the moment he finished his telephone conversation. He took out the company memorandum and article of Associations.  There are laws and bylaws of the company Acts were contained in the two documents; One of them, it was stated cleanly no one was allowed to make any alterations of any laws and bylaws of the Company Act.  There were other clauses contained in the two documents and they were the terms of agreements of all the shareholders.  These terms of agreements of all the shareholders, they were allowed to have amendments by the shareholders but subject to strictest procedures.

John “David look at the memorandum of association, the clause that stated no company directors are allow to withdraw money out from paid up capital.  There is another clauses stated that no company director to withdraw fund as loan to director even it is temporary basis there are exception but it is not easy to fulfill” David shown slightly cooled down mood after he had spent some time with the overseas telephone conversation. He asked “Can the shareholders or the directors pass the resolution to make amendment?” John “David, directors resolution is out as you are saying Sam is not agreed” David realized “Yes, yes, how about the shareholders special meeting, I am the major shareholders!” John “Yes you may but it is not in our case”

John explained further “Most of the companies in our group, those companies you are the major shareholdings, they are still in the non-profit making region.  No matter under whatsoever reason for withdrawing, it is falls under the withdrawing out from paid up capital clause and these clauses are under the companies Act.  No one is allowed to make any amendments”

It was about to call for the day. John was intending to have a few minutes with his colleque before he made a move.  Sam’s secretary called up “Hey, John it is time for you to close up for a day if you wanted to avoid a thunderstorm from Sam and David!” John asked “David in Sam’s room?” The Secretary “Yes, they are having loud and unpleasant arguments or rather a big fight” John “Thanks, it is my day over right now”

As usual, John went over to his wife’s boutique shop after office hours.  It was not usual as he needed not to wait for Shirley to go for dinner.  Shirley was waiting at the roadside and allowing John to pick her up. They were in a cushy, low romantic music with dim lights.  They were seated near the window table, overlooking the re-planted plants of all species surrounding the lake with multi color lights. John stared at the lake with mood in deep thoughts.

Shirley looked at John and she knew something was on his mind, she asked with tone of affectionate “John, its there anything that to affect our present lifestyle?” John did not answer her immediately, his mind still wondering and it was something to do with his careers.  He had a hunch, there would be a change and it was approaching.  He believed his working companies; the board of the directors was going to scrabbling down. The whole group could be dissolved at no time.

Shirley and John, they were not ambitious enough to become notoriously in the society.  They were happy as being as what they were.  Comparing themselves to middle class group, they were better off, comparing to the higher class society, they were way below.  May be it was the case, the case of easily contented that life was not really needed to struggle for nothing.

The waitress came and served the dinner, they took the day chef’s set of dinner.  John told Shirley that the group he was working, the directors were having problems among them and it could end out to dissolve the group. Shirley “Problems between David and Sam?” John “Yes, David is strong in Marketing, Sam is strong in local conditions and financial, both of them needs each other, their disagreement will leads to dissolution”

On the way back to boutique shop, John was driving. Shirley asked “John, are you starting to prepare yourself for your next phase of careers?” John answered “Yes, in a way” Shirley remembered it was suggested by Cat’s husband that to start a uniform business. She believed John would be happier to have a small business of his own.  It was his way of living, his way of life, free like a bird; he inclined to have minimum control and held things in his hand without fear and favor.  Shirley “John start a uniform business and for a start buy an Old Van for a transportation” John responded with happily smile “Only my wife know me well”

Next Topic: The Old Van - Squabbles of the Board II


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