PETALING JAYA: Nine directors were removed from the board of lingerie maker Caely Holdings Bhd while four new directors have been appointed at an EGM convened today for this purpose, with 52% of shareholders present voting in favour.
However, Datin Fong Nyok Yoon remains as non-executive non-independent director of the company.
The new directors appointed to Caely’s board are Leong Seng Wui, Datuk Kang Chez Chiang, Ng Keok Chai and Krishnan Dorairaju. Leong is the current group executive director of Green Packet Bhd.
“At the EGM this morning, Caely’s existing group executive chairman Datuk Loh Ming Choon said that pending final determination of the lawsuit in court, he declared that the EGM is adjourned and dismissed all directors from the meeting,“ said a statement issued by Leong today.
Following the declaration by Loh, the requisitionists continued with the meeting as they deemed the adjournment invalid on the basis that, firstly, Article 82 of the company’s constitution stated that any adjournment has to be put to vote and shall be determined by poll. Despite Loh being advised by the company secretary of the same, his advice was ignored.
Secondly, the statement said, there was no injunction obtained by the company to adjourn the EGM. As far as the Kuala Lumpur High Court suit filed by the requisitionists is concerned, the requisionists’ intention to withdraw the same was made known to the company during the case management on Monday (June 13).
“As such, the shareholders present then unanimously appointed Leong as chairman and the EGM was convened with the necessary quorum,“ the statement added.
Of the resolutions at the EGM today, the first was withdrawn while the second was not carried out. All the other resolutions were passed by the shareholders with more than 99.99% voting in favour.
Niche Unity Consultants Sdn Bhd was the independent scrutineer of the EGM.
Separately, in a stock exchange filing today, Caely called Loh “an indisputable chairman of this EGM”, adding that the EGM was requisitioned by Leong, Kok Kwang Lim and Valhalla Capital Sdn Bhd.
“Earlier, they attempted to call for another EGM scheduled on April 15, 2022 but was not successful.”
As chairman of today’s EGM, it said, Loh highlighted that it was his duty to inform all present that the company had on March 16, 2022 commenced a lawsuit against the requisitionists.
In the lawsuit, the company asked the High Court to determine questions in respect of the April 15, 2022 and any other general meetings, that is to say, including today’s EGM. The questions are whether the company has to provide the register of depositors to the requisitionists; whether the requisitionists are entitled to exercise their voting rights at any general meeting (including today’s EGM); and whether the requisitionists are entitled to nominate themselves or their nominees as named in Resolutions 8 to 11.
“The High Court is only going to hear the matter on July 15, 2022, exactly one month from today, and the questions have not been determined. It is accordingly the duty as chairman to inform all present today that the notice of EGM seeking to pass the resolutions as stated therein directly contradict and interfere with the questions raised in the lawsuit,“ Caely said.
Loh said he was advised by the company’s legal advisers that the subject matter of today’s EGM was therefore subjudice. “We cannot lawfully continue with this general meeting.”
The chairman warned that the EGM and the decisions that the members present were being asked to take this morning interfered with the reliefs sought at the Kuala Lumpur High Court by the company.
“If the EGM proceeds, all parties to the lawsuit are duty bound to, or any other interested party may, inform the court of this fact. The fact that the members today proceeded with this general meeting despite knowing full well that the outcome of the lawsuit will affect the resolutions put before the EGM today will be submitted to the court. It is certain that in such event, the court will take such action or make such orders on the validity of this general meeting as it deems fit.”
It added that under Article 79(2) of the constitution, the chairman shall have full discretion on the general conduct of general meetings, procedures to be adopted to ensure proper and orderly conduct of business.
The chairman then declared that, pending final determination of the lawsuit by the court, the meeting was adjourned.
