Question: Can someone please help me paraphrase and re-word documents attached below. Company and Law assignment. Issue Are there any breaches of duty? If any, what
Can someone please help me paraphrase and re-word documents attached below. Company and Law assignment.



Issue Are there any breaches of duty? If any, what are they? What are the likely consequences of these breach? Law Part 5 Directors Sub division B. Duties 65. Fundamental duties of directors A director of a company must, when exercising powers or performing duties as a director, act: a) In good faith; and b) In a manner that the director believes to be in the interests of the company 65. Interest of director in company transactions (1) A director must not exercise any power as a director if the director is directly or indirectly materially interested in the exercise of that power unless: a) This Act expressly authorizes the director to exercise the relevant power despite that interest; or b) The director has reasonable grounds for believing that the company will satisfy the solvency test after that power is exercised, and either i. The rules expressly authorize the director to exercise the relevant power despite that interest, following disclosure of the interest in accordance with subsection (2); or ii. The exercise of the power by the director has been approved by all shareholders under section 51, following disclosure of the nature and extent of the director's interest to all shareholder who are not otherwise aware of those matters. Application To begin with, to determine if there were any breaches of duties as Directors we must discuss what these duties are. Company Act 2001, Part 5, Sub-division-B explicitly covers Duties of a Director from section 65 to 72. Subsection 65 lays out the fundamental duties of a director, \"A director of a company must, when exercising powers or performing duties as a director, act: (a) in good faith; and (b) in a manner that the director believes to be in the interests of the company.\" However, according to the facts it is clear that these duties were not practiced. As Directors of Career International Agency Ltd, Paula and Steve did not perform their duties in good faith and in a manner that they believe to be in the best interest of the company, when they enter into an \"agreement to buy new premises from Property Management Services\" and agreeing \"that the company will pay the balance of $400,00 within 6 months, Seeing that they themselves had information 12 months prior \"had knowledge that the company's income had been reduced\" and \"the company had few forward contracts and they suspected that the company had been losing money for some time\". To make matters worse, the company \"had to make an overdraft with the bank to pay the deposit and other debts and had been late in making some payments to creditors\". This clearly showcases how Paula and Steve, knowingly entered an agreement on behalf of the company to purchase new premises by a substantial deposit payment with agreement to pay $400,000 in 6 months knowing fully well the state of the companies financials at the said time. This is a clear indication of a breach of duty Company Act 2001, s 65 deeming that Paula and Steve as Directors of CIA Ltd did indeed breach their Duties of Directors. Moreover, in order for us to know if there was a breach of Duty we must look at s \"68. Interest of director in company transactions (1) A director must not exercise any power as a director if the director is directly or indirectly materially interested in the exercise of that power \"In general terms, materially interested means that not only are the expected benets received but there will also be actual or potential benets that will be acquired therefore may directly or indirectly affects decisions made using its power as Director. Looking at the facts in this case, we can say that because Paula and Steve as Directors of CIA Ltd, knew the nancial state of their company when entered into an agreement with PMS and the damage it was facing, they breached their power of directors \"Interest of director of company transaction\" when they \"In an attempt to increase the prole of the company, Paula and Steve also decided to enter into contract with an advertising company for the preparation of TV Ad\" where they themselves were also directors. \"Paula and Steve are also directors of the advertising company. However, although their attempts were unsuccessful, the nature of how the decision was made and the facts behind it, we can then, also deem that Paula and Steve as Directors of CIA Ltd did indeed breach their Duties as Director. Conclusion In conclusion, there were breaches of Directors Duty by Paul and Steve of Career International Agency Ltd as discussed above. These breaches affected s66, 68 and 71 of Companies Act 2001 as expressed in details
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