R&A seeks legal action to declare EGM notice by founder Francis Tan as invalid

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KUALA LUMPUR(Nov 15): Guidance-Note 3 (GN3) company R&A Telecommunication Group Bhd is seeking a declaration that the notice of the extraordinary general meeting (EGM) issued by its founder Francis Tan Hock Leong on Nov 1 is invalid and of no effect.

In a filing with Bursa Malaysia today, the company said it had on Nov 10, via its solicitors, filed an originating summons against Tan in the High Court of Malaya.

R&A is also seeking a declaration that any meeting held at the 1st Floor of the Cheng Yi Auditorium, at The Kuala Lumpur And Selangor Chinese Assembly Hall on Nov 22, 2017 at 10:00 a.m. or an adjournment thereof, whether to the same venue or elsewhere, sought to be convened pursuant to the  Notice of EGM, is not a meeting of the shareholders of R&A and is not binding on R&A’s shareholders and R&A’s directors.

To recap, Tan who holds a 6.47% stake in the company, together with Nexgram Holdings Bhd which has a 6.83% stake in R&A, had placed written requisitions last month to convene the EGM.

In their written requisitions, Nexgram and Tan are seeking to remove incumbent chief executive officer (CEO) Sim Keong Siong, together with three other independent non-executive directors — Chua Soo Seong, Lim Tiong Jin and Selva Rasan Puspa Das.

To replace the three, Nexgram and Tan have put forth Rajendra Raja S Govendaraj, Cheang Soon Siang, and Kamal Abdul Aziz to be appointed as new R&A directors.

R&A’s wholly-owned subsidiary R&A Telecommunication Sdn Bhd (RASB) is suing Tan, who is also a director in RASB, for having breached various director’s duties to the company.

Tan founded RASB in 1993, together with his wife Cheok Chun Lian. Prior to RASB, he was working for Public Bank Bhd, before moving on to Orix Leasing Sdn Bhd.

RASB alleged Tan failed to make statutory payments in a timely manner as required by law to the Employees Provident Fund, the Social Security Organisation, the Inland Revenue Board, and the Human Resource Development Fund.

RASB in a lawsuit is claiming for RM1.38 million from Tan, on top of damages and interests.

According to R&A’s Annual Report 2015, Tan was appointed to the board of directors of R&A as chief executive officer (CEO) on June 27, 2011. He was responsible for the entire business operation, strategic planning and direction of the group.

On May 19, 2015, he was redesignated as the executive director of R&A and Sim was appointed as CEO.

Tan had stepped down as executive director of R&A in December last year, citing “other personal business commitments” for his decision. In the same month last year, the group had also announced it is quitting negotiations for the proposed purchase of the entire equity interest of construction firm Synergy Goldtree Sdn Bhd, which was supposed to be part of its regularisation plan.

R&A slipped into GN3 status in May 2015, after its auditors expressed a disclaimer of opinion on its audited financial statements for the financial year ended Dec 31, 2014.

The group shares have been suspended since Sept 14 last year, due to its failure to submit its regularisation plan within the stipulated timeframe.