Company Law

A case study about Froddo Sdn Bhd v Besi Sdn Bhd & Managing director Fred and General Manager Chin Chai
At the outset, before I go into a detailed explanation of the facts and issues involved in this case, I would love to begin with a highlight and a concise enlightenment of the term director, otherwise known as the principal of a corporation
A director– A director to a company is an “officer” with the meaning of section 4(1). In addition, the word “director” is defined by section 4(1) as including:
  * Somebody who has an agreement with a company through which orders otherwise guidelines are familiar in the direction of CA.
  * Somebody inhabiting a spot in an organization through any kind name is entitled.
In the CA of 1965 of S 4(1) dearly assumes the person in question “occupies” rather than “hold” a position rather office of director of a corporation.
Haven explained the above terms; I would at this point like to proceed to the bone-of-contention in this particular case by which I would identify the facts and issues involved in this case.
Facts involved in this case
  * The problem of Insolvent and an advice to Winding Up
  * The breach of duty in ordering of raw materials
Explaining and applying the law relating to the Facts of winding up
The condition on if Fraddo Sdn Bhd should ceases of operation, it can either wound up in compliance to the CA 1965 in accordance with section 218 which is by court or section 254 by a voluntary action.  
In the case of Froddo sdn bhd having been advised by their financial adviser, winding up due to insolvency would be in accordance to section 254(1) of the CA. A voluntary winding up can be done by the associate in a corporation which means that Fraddo sdn bhd associate of director can do so provided that a special resolution has been passed across in a board meeting.
Explaining and applying the law involving to the fact on breach of duty
The Boards to a corporation, owes fiduciary duties of skills care...