Randy and Jingle are the current shareholders of BeansSdn.Bhd. The company has a board of directors comprising of Joey and Lucas. Six months ago, the shareholders were informed by Joey of the need to raise further capital of the company to fund the company's diversification in business. Joey informs the shareholders that Henry is interested to invest in the business and that the board has decided to allot shares which will be proportionate to Randy and Jingle's shareholdings in the company. One month later, Joey proceeds to allot shares to Henry. Both Randy and Jingle are claiming that Joey had failed to follow the proper procedures in the allotment of shares.

Advise the parties above. You may list out the section and also please explain with the similar case law.