Mr. Kofi Andoh is a 48% shareholder of Health Spa Ltd. but not a director of the company. Health Spa Ltd. is a private limited company. It had three (3) directors including Yaw Mensah and John Aggrey, who nominated by Kofi Antoh. Kofi Antoh exercise great influence over these directors and routinely gave them directions on various issues related to the company. Mr. Thompson is the other director. The company wants to modernize its operations and invite a bids for computer dealers to supply several computers and other equipment. Mr. Antoh's company Compugenius Ltd. bid for the contract and the Board awarded the contract to it. No disclosures were made to the Board regarding Mr. Antoh interest. Mr. Antoh has on several occasions run into difficulties with the other shareholders and the relationships is less than cordial. With the help of Miss Abban, his legal adviser, Mr. Antoh has devised a plan by which he would take control of the company. At a board meeting held recently, all the treasury shares of the company were issued to Mr. Antoh, increasing his shareholding to 58%. Mr. Antoh has requisitioned a meeting of the company proposing the removal of Mr. Thompson as a director. Mr. Andoh has been unhappy about the strong position taken by Mr. Thompson against his influence on the board. Thompsons's lawyers has written to the company that any attempt to remove Mr. Thompson without citing ''sound reason'' would be robustly challenged. Some members of the company unhappy with this event have come to you for advice. Advice the parties. (25 marks)