Question
Fadil and Sofia are the directors of Mega Sdn Bhd, a company dealing in the sale and repair of electrical goods.Each of them holds 30%
Fadil and Sofia are the directors of Mega Sdn Bhd, a company dealing in the sale and repair of electrical goods.Each of them holds 30% of the company's issued shares.The other shareholders are Amalina and Arief, and they each hold 20% of the company's issued shares.
The company made a profit of 11 million last year.Of this amount RM4 million was used by Fadil and Sofia to buy a bungalow house in the name of the company for them to use as a holiday home.
In November 2019, Fadil had negotiated a contract on behalf of the company with Sejati Sdn Bhd to supply electrical goods.Fadil diverted the benefit of the contract to another company, Benari Sdn Bhd, which is a company that was set up by Fadil and the shareholders of which were none other than Fadil and Sofia.Sofia has also sold her land to the company at RM900,000 which is higher than the market price value.
Amalina and Arief requested Fadil and Sofia to declare the company's dividends, so that Arief and Amalina can get dividend for their shares.However, Fadil and Sofia refused to do so, stating the reason that they would like to use the profit to increase the capital for their company.
Amalina and Arief are unhappy with the management of the company and would like to sue Fadil and Sofia for breach of their duties as directors.
Advise Arief and Amalina.
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