Pang and Choong are shareholders of a company Tong Cher Sdn Bhd. Together they hold 40% of the issued share capital of the company. The directors of the company are Alex, Bobby, Nicole and Sean who are also shareholders, each holding 15% of the company’s shares.
In January 2012, the directors decided to increase the capital of the company. Pursuant to a resolution at a board meeting, they issued 500,000 one ringgit shares to the senior management
依照董事会会议决议，发行了50W股每股价值一马币的股份给公司的高级管理人员。
staff of the company at par value. This was done on the understanding that those senior management staff would vote in favour of the directors when the need arose.
In February 2012, the company entered into a contract订立合同 with Kwong Supply & Co (a firm) for the purchase from them of RM 1 million worth of office furniture. It has recently been discovered that Alex and Bobby are partners of Kwong Supply & Co together with two others.
Two months ago, on behalf of the company,代表公司 Nicole and Sean negotiated 谈判a contract with Marina Sdn Bhd under which Tong Cher Sdn Bhd would get a profit of RM 3 million. Last month 上月the directors diverted转移 the benefit of the contract to another company, Evergreen Sdn Bhd, a company which was set up by Nicole and Sean. The shareholders of the company are Alex, Bobby, Nicole and Sean.
When Pang and Choong protested over抗议 this, the directors called up a general meeting 临时股东大会at which this matter was ratified by the directors as majority shareholders.董事作为多数股东被批准
You are required to:-
Discuss whether there has been any breach of duty to the company by any or all of the directors in respect of the above three matters and what remedy maybe available to the company.