Rivendell Sdn Bhd, is a real property company with a business of buying selling of lands and building.

Arwen, a director in Rivendell Sdn Bhd was given a task to buy a piece of land for the company to develop into a housing estate. Arwen sold her own land to the firm. The land was purchased by her earlier as she had anticipated that the company would require land for development. She earned RM500,000 as a profit from the sale of the land.

Another director, Elrond has found that Rivendell Sdn Bhd wishes to remove him from Board of Director. So he decided to resign and join other company before that happen. So he proposed to the rival of Rivendell Sdn Bhd, Mordor Sdn Bhd that he will make some arrange and issue new shares to Mordor Sdn Bhd to enable it to take control of Rivendell Sdn Bhd.

With reference to the provision of the Companies Act 2016 and case law,

With reference to the provision of the Companies Act 2016 and case law, you are required:

1. To decide whether there has been any breach of duty by Arwen and Elrond in respect of the above matters

2. To identify remedies and actions available to the Rivendell Sdn Bhd for such breach.