KUALA LUMPUR (June 15): The boardroom tussle at Caely Holdings Bhd has intensified with the extraordinary general meeting (EGM) requisitionists claiming victory in removing nine directors from the existing board on Wednesday (June 15).
This is despite group executive chairman Datuk Loh Ming Choon declaring that the EGM is adjourned pending final determination of the lawsuit in court.
In a Bursa Malaysia filing on Wednesday (June 15), the Perak-based lingerie firm said Loh had been advised by the group's legal adviser that the subject matter of the EGM was sub judice and that it could not lawfully continue with the EGM, which carried 12 resolutions.
Three shareholders who collectively hold at least 10% stake in the group — namely Leong Seng Wui, Kok Kwang Lim and Valhalla Capital Sdn Bhd — made their first attempt to call for an EGM to remove the existing board members in February this year.
On March 16, Caely commenced a lawsuit at the Kuala Lumpur High Court against the trio as well as five others in a challenge against their voting rights and the nomination of themselves or nominees at an EGM.
On March 18, the trio filed a lawsuit against Caely to declare that they were entitled to call and hold an EGM subject to any protocol or requirement as determined by the court to ensure a fair and smooth running of the EGM.
Two months later on May 19, the trio requested for another EGM to discuss various issues, including the removal of newly appointed executive chairman Wong Siaw Puie and six other existing directors.
In supporting the decision to adjourn the EGM, Caely said: "The chairman forewarned that this EGM and the decisions that the members present are being asked to take this morning interfere with the reliefs sought at the Kuala Lumpur High Court by the company.
"All members who are present today should be aware that, in defiance of the ongoing legal proceedings, they may find themselves in contempt of court."
Requisitionists: Nine directors removed, four new members appointed
Separately, a statement released on Wednesday contradicting the group's filing on the local bourse said nine Caely board members have been removed, including Loh Ming Choon, Mohamad Hanafiah Zakaria, Sin Hock Min, Wong Siaw Puie, Ng Mei Choo, Khoo Chen Yeng and Koh Mui Tee.
Two new board members — executive vice chairman Datuk Jovian Mandagie and independent director Sandraruben Neelamagham — who were appointed before the EGM have also been removed. Jovian is the son-in-law of Prime Minister Datuk Seri Ismail Sabri Yaakob.
Only one existing director Datin Fong Nyok Yoon remains on the board.
Meanwhile, it claimed four new directors have been appointed to the board, namely Leong, Datuk Kang Chez Chiang, Ng Keok Chai and Krishnan Dorairaju. Leong is an executive director of Green Packet Bhd.
Citing the EGM adjournment being invalid, the requisitionists said: "Firstly, Article 82 of the company's constitution clearly states 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, there is no injunction obtained by the company to adjourn the EGM. As far as the Kuala Lumpur High Court suit No WA-24NCC-178-03/2022 filed by the requisitionists is concerned, the requisionists' intention to withdraw the same was made known to the company during the case management on June 13, 2022," it said.
The requisionists also claimed that the shareholders present then unanimously appointed Leong as the new chairman. Niche Unity Consultants Sdn Bhd was appointed as the independent scrutineer of the EGM.
Caely has been in the spotlight in the past two months after the Malaysian Anti-Corruption Commission issued a freeze order on all of its bank accounts in April.
On Monday, Caely announced that its auditor Virdos Lima Consultancy (M) Sdn Bhd could not continue with its forensic audit as critical information was not available.
At market close on Wednesday, shares in Caely were up 5.5 sen or 14.86% to 42.5 sen, giving it a market capitalisation of RM109.75 million.
Penang-based businessman Datuk Seri Goh Choon Kim is the largest shareholder of Caely with a 21.05% stake.