EGM invalid, board intact: Ire-Tex independent director

KUALA LUMPUR: Ire-Tex Corp Bhd independent non-executive director Mak Lin Kum said the EGM held yesterday to remove several directors, including himself, is deemed invalid due to “significant irregularities” in the way it was conducted.

This comes despite a company filing with Bursa Malaysia made yesterday after the EGM, stating that the resolutions to remove and appoint certain directors were duly passed and that the poll results were validated and verified by Mega Corporate Sdn Bhd, an independent scrutineer appointed by Ire-Tex.

According to the filing, the poll results showed that 83% to 91% of shareholders present voted in favour of the resolutions brought by substantial shareholder Elite Cosmo Group Ltd, a Singapore-based company with a 16.27% stake in Ire-Tex.

Commenting on the filing with Bursa Malaysia, Mak told SunBiz the announcement was not made by the company. He said a second filing was subsequently made by the company, refuting the contents of the first filing.

Mak said Bursa Malaysia will be investigating the matter and stressed that the EGM was invalid.

Earlier, after the company’s EGM, Mak told reporters: “The EGM is invalid. No valid meeting was convened and no business was transacted. The existing directors remain unchanged and the appointments of new directors did not take effect.”

He said the meeting was not chaired by the company’s chairman and was not presided by the company secretary while the scrutineers hired by the company, Mustapha, Khoo & Co, were barred from carrying out their duties, including verifying attendance and scrutinising poll counting.

According to Mak, the meeting was chaired by an individual named Yap Chee Keong, who was identified as a shareholder of the company. During the meeting, Yap stressed that it was a “private shareholders meeting”.

The EGM was called by Elite Cosmo to remove five directors, namely, Soo Tee Wei, Chin Wui Choong, Lee Yow Fui, Wong Fook Hiong and Mak. Soo, Lee and Wong have since resigned. It also sought to remove directors appointed after March 1, namely chairman Datuk Seri Mohd Shariff Omar and independent non-executive director Ahmad Amryn Abd Malek who were both appointed on March 14, 2017, and appoint three new directors, namely, Hamdan Mohd Nor, Datuk Amiruddin Jamaluddin and Raja Hizad Raja Kamarulzaman.

Mak said Amiruddin withdrew his consent to be nominated, which was conveyed to the shareholders during the meeting.

Mak said the notice to convene the EGM was received on April 11, shortly after the company took legal action to claim RM11.5 million from its former director and substantial shareholder Datuk Tey Por Yee.

In the suit, which was filed on April 7, 2017, it named Tey, Lim Chye Guan, Future Rank Sdn Bhd, Mohd Zamzuri Zakaria and Musa Abu Bakar as defendants and alleged that Tey and Lim paid out RM11.5 million to Future Rank although there was no proper purpose for making such payment.

According to Chin, who is Ire-Tex executive director, several irregularities were uncovered, including missing assets, closing down of operations without reason and unjustified expenses. However, the biggest was a RM16.5 million order for new machinery in 2014, with the machinery being delivered only in 2016.

Following the discovery, a special review committee comprising Mak, Lee and Wong was established to investigate these issues, which led to the suit filed against Tey. However, the suit was discontinued two days ago.

Chin said the alleged irregularities uncovered took place between 2014 and 2016, before Mak and himself joined the company. Chin and Mak joined Ire-Tex on Sept 1, 2016 and Nov 9, 2016 respectively.