Introduction

[1] This is the Appellants' (as the first and second Defendants in the Court below) appeal against the judgment of the Kuala Lumpur Sessions Court delivered on 30 June 2015 against them. After hearing the appeal, I gave my decision dismissing the same, and this judgment, which contains the full reasons for my decision, focuses on that aspect of company law which governs payments of directors' remuneration.

Key Backgrounds Facts

[2] The Respondent is a public listed company and is involved in the manufacturing of aluminum foil packaging materials. On 8 June 2005, the first Defendant/Appellant was appointed as Managing Director of the Respondent/Plaintiff and on 3 April 2008, the second Defendant/Appellant was appointed as a director of the Respondent/Plaintiff.

[3] The claim against the first Appellant was for the return to the Respondent company the sum of RM260,000 being what was said to be an unauthorized payment of director's fees and that against the second Appellant was similarly for the return to the Respondent the sum of RM15,300, also being the payment of director's fees contended to be unauthorized.

[4] The claim by the Respondent agains