Hyun Bin has been a member of Sukaramai Sdn. Bhd. for many years. The board consists of four executive directors holding 20% of the shares respectively. Hyun Bin holds 15% of the shares and the remaining 5% is held by Yoona. The objects clause of Sukaramai 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, Hyun Bin 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. Hyun Bin 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 Hyun Bin'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 Hyun Bin and Yoona. The necessary documentation to amend the object was undertaken successfully by its company secretary, Mr. Saddiq Sigaraga.

To facilitate the changes, the board has obtained a bank loan of RM10 million from Bank Kayaraya 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. Sukaramai Sdn. Bhd. is struggling to maintain its survival. Yet, the directors' spending habits remain unchanged.

Hyun Bin 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. Hyun Bin is aware that Bank Kayaraya has sent several reminders to the Company that it is behind the repayment schedule of the above loan. Hyun Bin is also aware that one of directors, Mr. Pokai, has obtained loan amounting RM500k from the company in order to finance his son's study in the United Kingdom. Another director, Mr. Teepoo, has also obtained RM2million loan from the company to purchase a decent house at Eco Glade, Damansara Utama.

Required:

1. Advise Hyun Bin on the above legal issues. (40 marks)

2. In the event of the default of payment on the part of Sukaramai Sdn. Bhd., what is the legal recourse for Bank Kayaraya. (10 marks)

3. Whether Sukaramai Sdn. Bhd. can give loan to Mr. Pokai and Mr. Teepoo. (10 marks)

*Answers need to be based on Companies Act 2016*