In April 2009, the board of Madikwe Ltd was approached by Joba, who offered to sell to Madikwe Ltd two sites each having planning permission for the construction of supermarkets. Tom, Bill and Rose are the directors of Madikwe Ltd. At the company’s board meeting, they rejected the offer, first because of the precarious financial position of the company, and secondly because it considered the purchase too speculative. In May 2009, Tom, Bill and Rose, acting on behalf of themselves and not Madikwe Ltd, incorporated a new company, Ngami (Pty) Ltd, which proceeded to purchase the sites from Joba. Tom, Bill and Rose are the only shareholders and directors of Ngami (Pty) Ltd. Ngami (Pty) Ltd then constructed the supermarkets and, in October 2009, sold them. Ngami (Pty) Ltd was then liquidated, with the result that Tom, Bill and Rose made a substantial profit.The shareholders of Madikwe Ltd subsequently learned of the personal gains made by their directors, dismissed the whole board and elected a new one. The new board is now considering legal action against Tom, Bill and Rose, in an attempt to force them to hand back to Madikwe Ltd the profits they have made.Required:Advise the new board as to whether Tom, Bill and Rose may be forced to account to Madikwe Ltd for the profits made. (10 marks)
