Question
Izah and Aman are directors of a company, Bakti Bhd.The other directors of the company are Salleh, Afiq, Azra and Dora. In July 2020, Salleh,
Izah and Aman are directors of a company, Bakti Bhd.The other directors of the company are Salleh, Afiq, Azra and Dora. In July 2020, Salleh, Afiq, Azra and Dora decided to increase the capital of the company pursuant to a resolution at a board meeting, they issued 100,000 one-ringgit shares to the employees of the company at par value. This was done on the understanding that the senior management staff who were issued shares would vote in favours of the directors when the need arose. Izah and Aman were opposed to such issuance of shares.
In August 2020, the company entered a contract with Cekap Sdn Bhd for the purchase from them of RM1 million worth of office equipment.It has recently been discovered that Salleh and Afiq are the majority shareholders of Cekap Sdn bhd. This fact was however not disclosed either at the board meeting or the general meeting.
Two months ago, Azra and Dora negotiated a contract on behalf of the company with Teraju Bhd under which Bakti Bhd would earn a profit of RM5 million. Last month, Azra and Dora diverted the benefit of the contract to another company, A&D Sdn Bhd, a company which was set up by Azra and Dora and the shareholders which were none other than the four directors, Salleh, Afiq, Azra and Dora.
Izah and Aman voiced their concerns to Salleh, Afiq, Azra and Dora about the three transactions above. Following this Izah and Aman were then removed from the board of Directors in the absence of Izah and Aman.
Izah and Aman seek your advice as to whether there have been any breaches of director's duties by any of the directors in respect of the above three matters.
Advise them.
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