This article first appeared in The Edge Financial Daily on August 30, 2018

KUALA LUMPUR: As shareholders of Versatile Creative Bhd convene an extraordinary general meeting (EGM) called by its largest shareholder NSK Trading Sdn Bhd here today to decide on the appointment of seven directors to its board, NSK has filed a suit against the appointment of two others to the board.

According to Versatile Creative’s filing with Bursa Malaysia yesterday, NSK filed on Monday an originating summons in the Kuala Lumpur High Court against Datuk Lee Kwee Hiang, Datuk Chew Weng Kit, Datuk Eow Kwan Hoong, Chan Feoi Chun, Datuk Wong Kong Choong, To’ Puan Rozana Redzuan, Fathi Ridzuan Ahmad Fauzi and Versatile Creative.

According to the court document, NSK sought, among others, a declaration that Rozana and Fathi Ridzuan are not directors of Versatile Creative and their appointment as directors on Aug 21 as invalid, null and void.

The plaintiff also sought a declaration that the affairs of Versatile Creative “are being conducted oppressively and in disregard for the interests” of its members.

It also sought a declaration that Lee, Chew, Eow, Chan and Wong or “any one or more of them have in their capacity as directors” of Versatile Creative exercised their powers in a manner oppressive to its members or in disregard for their interests.

Lee is Versatile Creative’s executive chairman, while Chew, Eow and Chan are non-independent, non-executive directors. Wong was the managing director, although he and the chief financial officer were fired on Aug 21 for failing to satisfactorily answer allegations against them relating to irregularities in payments amounting to RM2.3 million.

NSK also applied to the court asking Lee, Chew, Eow, Chan and Wong to seek the consent of the Securities Commission Malaysia (SC) for the exercise of any powers to appoint anyone as a director to fill any casual vacancy on the board of Versatile Creative.

Pending the SC’s decision, NSK has sought for Lee, Chew, Eow, Chan and Wong to “be restrained from exercising any powers or otherwise taking any steps to appoint any person as a director” of Versatile Creative.

NSK also sought a declaration that Lee, Chew, Eow, Chan and Wong “cannot exercise any powers to appoint any person as a director” without the SC’s consent.

According to the filing with Bursa yesterday evening, pending the disposal of the originating summons, the plaintiff had sought, among others, for orders restraining Rozana and Fathi Ridzuan from acting as directors of Versatile Creative, including attending and participating in any director or shareholder meeting.

“After hearing the parties, the court gave an ad interim order that the chairman of the EGM to be held at 2pm [today] or [after] any adjournment thereof shall be elected by members in the EGM, [with it] being the first business of the meeting to be transacted,” the filing read.

The EGM today is to pass an ordinary resolution of the appointment of Datuk Mohd Shariff Omar, Datuk Seri Wira Ayub Yaakob, Tan Sri Abdul Gani Patail, Datuk Hew Lee Lam Sang, Chang Chen Seng, Khat Chee How and Lim Siew Yeng.

Siew Yeng is the daughter of Lim Chou Bu, a major shareholder via his interest in NSK, which operates wholesale grocers in the Klang Valley.

NSK has 28,612,900 ordinary shares or a 22.168% interest in Versatile Creative and first emerged as a substantial shareholder of the packaging product manufacturer in July this year.

Trading of the shares in Versatile Creative has been suspended since Aug 8 due to the company’s failure to submit its 2018 annual report within the stipulated time frame.