Friday 29 Mar 2024
By
main news image

KUALA LUMPUR (April 27): Ire-Tex Corp Bhd independent director Mak Lin Kum said the extraordinary general meeting (EGM) convened today for the removal of several directors of the company was invalid, due to the irregular conduct of the said meeting.

Speaking to the press after the conclusion of the meeting, Mak said the meeting — which was called by Ire-Tex’s substantial shareholder Elite Cosmo Group Ltd — was riddled with unusual conduct.

Elite Cosmo – which has a 16.273% stake in Ire-Tex – had on April 11 called for the EGM for the immediate removal of Mak and directors Soo Tee Wei, Chin Wui Choong, Lee Yow Fui, Wong Fook Hiong.

It also sought the removal of new directors appointed between March 1 and the EGM. The meeting ended with more than 80% of votes for the removal of the directors.

“There is a defect in the calling of the meeting and there were very significant irregularities in the way the meeting was conducted,” said Mak.

To begin with, Mak said a poll was conducted to elect a new chairman from the floor, with a person known as Yap Chee Keong proposed and approved as the chairman of the meeting.

Yap then took his place chairing the meeting, and had explained that the meeting was not a company meeting, but instead it was termed as a “private meeting of shareholders”.

“He [Yap] explained that the meeting is not a company meeting. It was called by shareholders and therefore it was a ‘private meeting of shareholders’,” said Mak.

“He [Yap] then proceeded to explain that Article 71 of the Articles of Association will not apply. Article 71 deals with the fact that in a general meeting, the chairman of the meeting shall be the chairman of the board.

“He [Yap] had unilaterally overruled Article 71, with the reason being that the meeting was called by shareholders,” Mak added.

He added that the items on the agenda was also shifted during the meeting itself, as two new resolutions — seeking the removal of incumbent chairman Datuk Seri Mohd Shariff Omar and director Ahmad Amryn Abd Malek — were added to the list.

Shariff and Amryn were both elected to the board last month, following the resignation of three directors, namely Soo Tee Wei, Lee Yow Fui and Wong Fook Hong.

“To summarise it, no valid meeting was convened and no business was transacted. The existing directors remain unchanged. The purported appointment of directors did not take effect.

“As declared by the chairman [of the meeting], he [Yap] maintained that it was a private meeting of shareholders. It is intended to be private, therefore I would say that there would be no binding effect on the company.

“The board remains intact and we will be making an announcement to that effect within today,” said Mak.

      Print
      Text Size
      Share