Cantik Bhd ('the company') is a company in Petaling Jaya's commercial district. It was formed

in January 2012 to run a business previously carried on in partnership by Amir, Kishen and

Priveena. They sold their business to the company, in exchange for shares, and became equal

shareholders and directors of the company on incorporation. They were joined on the board of

directors by Babyface. A clause in articles states that any shareholder wishing to transfer their

shares must offer them for sale to the other shareholders. In January 2013 Amir died leaving

his shares to his wife, Lisa, who was also appointed to the board to replace him. The company

is a Media Management company who has many famous entertainers on their books.During 2012 Kishen, the managing director, proposed that the company sell its premises to

raise capital to set up a travel TV channel. Lisa thought it was too risky but Kishen and Priveena

supported the plan which went ahead.Lisa was subsequently voted off the board.

A few months ago, Lisa received indisputable evidence that Babyface was taking some clients,

who would otherwise have become clients of Cantik Bhd, for his own, small private travel

industry business. When she raised it with Kishen and Priveena, they did not want to do

anything about it as Babyface is a former, high profile, actor who still continues to bring large

amounts of clients and profits to Cantik Bhd.

The company has grown since incorporation, and is highly profitable, but Lisa is unhappy that

no dividend has been declared. All profits have been reinvested in the company, except for the

remuneration fees of the directors which is high due to the company's performance.

Advise Lisa of the potential remedies she may seek as a shareholder.