QUESTION 2
Novus Sdn. Bhd is an interior design company. Its directors areNobi, Dori, Ita and Moon. Nobi is the managing director of thecompany. Together the directors hold 30% of the company shares.
Recently the directors of Novus Sdn. Bhd. discover that LotusBhd. is making a bid to take over Novus Sdn. Bhd. by purchasingmajority shares in the company. It is rumoured that Lotus Bhd.plans to remove Novus Sdn. Bhd.’s directors once it gains controlof the company. Accordingly, the directors of Novus Sdn. Bhd causethe company to issue new shares to Mala, a member of the companywho strongly opposes the takeover, to block Lotus Bhd.’s take overbid. The issuance of the new shares has the effect of reducingLotus Bhd.’s percentage of shareholding in the company.
Meanwhile, Nobi successfully negotiates a contract on behalf ofNovus Sdn. Bhd. with Ace Sdn. Bhd. However, the company hasrecently learned that Nobi has received a commission of RM300,000from the negotiation, which Nobi has not disclosed to thecompany.
Novus Sdn. Bhd. seeks your advice as to whether any of itsdirectors have breached their duty. Advise Novus Sdn. Bhd.
