Question
On 1st January 2016, Tony and his wife Rosmi incorporated a company called Health Foods Centre Sdn Bhd (Health Foods). The object of Health Foods
On 1st January 2016, Tony and his wife Rosmi incorporated a company called Health Foods Centre Sdn Bhd (Health Foods). The object of Health Foods is to supply healthy foodstuff and supplement suitable to growing age children. Tony holds 15% of the total share in the company; Rosmi holds 5% while the remaining 80% is hold by 25 other shareholders. There are 5 directors in the company including Tony and Rosmi. Both Tony and Rosmi also worked in the company; Tony is the managing director while Rosmi is the foods consultant. In August 2019, Rosmi met Jho, a financial investment consultant from Penang. After hearing the success story from Jho, Rosmi decided to work together with Jho to invest in New York famous paintings by Tulili Junior. Rosmi insisted that Tony borrow from AB Bank RM1.5 million in order that she can invest the full sum on Tulili Juniors latest painting called The beautiful morning. Tony agreed since Rosmi was very confident that she can make a huge profit from the painting. One month later, Jho informed Rosmi that the painting was sold for RM3 million, and that Rosmi has made a net profit of RM1.2 million after deducted the capital of RM1.5 million and some related expenses. Rosmi was extremely happy. Rosmi immediately took the RM1.2 million profits to purchase a pink diamond ring as a present for her coming birthday. Two months later, Rosmi invested on another painting called My beautiful first lady, also by Tulili Junior. The investment money came from the RM1.5 million loans from AB Bank. Rosmi told Tony that this time she can expect a RM2 million profit. Tony agreed to Rosmi since she has made a big profit earlier. On 1st May 2020, AB Bank demanded the repayment of the loan amount of RM1.5 million from Health Foods. In fact, Rosmi has been trying very hard to contact Jho since January, 2020, but for the past months, Jho could not be contacted at all, and no one knows of his whereabouts. On 15th May, 2020, the other 3 directors and all the shareholders came to know about Rosmis investment and the RM1.5 million loans from AB Bank. The directors are contemplating some possible legal actions against Tony and Rosmi. With reference to decided case laws and relevant sections of the Companies Act 2016, advise the relevant parties.
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