ABC Ltd is a medium$-$sized private company that operates in the manufacturing sector. The company has two directors, John and Mary, who are also shareholders. John, without consulting the board, enters into a personal contract with a supplier to purchase raw materials at a favorable price. However, it is later discovered that John had a personal financial interest in the supplier company and failed to disclose this to the board of directors. The purchase resulted in a significant financial loss for ABC Ltd$,$ as the quality of the raw materials was substandard. Additionally, Mary, the other director, relied heavily on John$$s decisions and did not exercise independent judgment in the matter. The company does not currently have a company secretary$,$ and it has been revealed that several key compliance requirements under the Companies Act, including filing returns, have not been met. The shareholders are concerned about the financial health of the company and are seeking to hold the directors accountable for their actions

Analyse the legal responsibilities and duties of John and Mary as directors of ABC Ltd$,$ considering both their fiduciary duties under common law and the codified duties under the Companies Act of $2008$ and answer the following:

$1\mathrm{.}1$

Discuss John$$s failure to disclose his personal financial interest and the consequences of his breach of fiduciary duty. $(10)$