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Helmi has been a member of Mega Berhad Sdn. Bhd. for many years. The board consists of four executive directors holding 20% of the shares

Helmi has been a member of Mega Berhad Sdn. Bhd. for many years. The board consists of four executive directors holding 20% of the shares respectively. Helmi holds 15% of the shares and the remaining 5% is held by Syed. The objects clause of Mega Berhad Sdn. Bhd contains the following:

Object 1: The company shall carry on the business of retailing office furniture. Object 2: The company may borrow money in any amount as the directors consider

appropriate.

All these years, Helmi has become dissatisfied with the company's performance, and considers that the directors have been spending more money on cars, vacation house and directors' fees. Helmi raised this matter at the company's annual meeting of members held on 21 December 2019 but received no support from the other members/directors.

To Helmi's surprise, the board has proposed in the above meeting that the company should cease retailing office furniture and should instead change its activities to own and operate a boutique hotel. All attendees at the said meeting agree to the changes, apart from Helmi and Syed. The necessary documentation to amend the object was undertaken successfully by its company secretary, Mr. Taufiq.

To facilitate the changes, the board has obtained a bank loan of RM10 million from Bank Hartigan in January 2020 and the company's land situated in the heart of Kuala Lumpur is used as a security. The land is worth at least RM50 million. Unfortunately, the hotel business is badly affected by the pandemic Covid-19. Mega Berhad Sdn. Bhd. is struggling to maintain its survival. Yet, the directors' spending habits remain unchanged.

Helmi remains unhappy about the ways the affairs of the company are being run, and would like to change things, even to the extent of leaving the company. However, the other shareholders have told him that they do not want to buy his shares. Helmi is aware that Bank Hartigan has sent several reminders to the Company that it is behind the repayment schedule of the above loan. Helmi is also aware that one of directors, Mr. Lee, has obtained loan amounting RM500k from the company in order to finance his son's study in Japan. Another director, Mr. Beom, has also obtained RM2million loan from the company to purchase a decent house at Arte, Ampang.

Required: Based on Company Act 2016,

1. In the event of the default of payment on the part of Mega Berhad Sdn. Bhd., what is the legal recourse for Bank Hartigan.

2. Whether Mega Berhad Sdn. Bhd can give loan to Mr. Lee and Mr. Beom?

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