KUALA LUMPUR: Protasco Bhd’s extraordinary general meeting (EGM) yesterday failed to come to a conclusion after the meeting was punctured by adjournments, court injunction orders and a walkout by some shareholders.
Shareholders will have to meet again today to vote on the resolution to remove two non-executive directors Tey Por Yee and Ooi Kok Aun from the company’s board after they overwhelmingly voted in favour of the second adjournment of the meeting yesterday.
Yesterday’s EGM was requisitioned by two shareholders, Tan Heng Kui and UOBM (Tempatan) Sdn Bhd, who hold 8.99% and 1.75% stakes in the engineering firm, respectively.
However, when the meeting was called to order at 10am by Protasco chairman Tan Sri Dr Hadenan Abdul Jalil, he had to announce that the board was requesting for a two-hour adjournment.
Protasco later told reporters that the adjournment was necessary as the company’s legal representatives were present in the High Court of Kuala Lumpur to set aside a court injunction order obtained by Tey and Ooi.
According to Protasco, Tey had, through his nominated entities, Global Capital Ltd and Kingdom Seekers Ventures Sdn Bhd, obtained an ex-parte injunction to prevent Protasco’s shareholders namely, Datuk Seri Chong Ket Pen, Tan Heng Kui and UOBM from voting at the EGM yesterday.
Protasco said that the injunction, which also restrained Protasco from recognising any changes in the board, was served on Chong, Tan and UOBM late on Tuesday and early yesterday before the EGM started.
When the shareholders reconvened again at noon, Hadenan proposed to shareholders to vote for the EGM to be adjourned to 3pm the following day (Nov 27) as the High Court had set the hearing to set aside Tey’s injunction for today (Nov 27) at 9am.
This time round, Tey, Ooi and several other shareholders walked out from the meeting, protesting that the EGM was “tainted with illegality”.
Tey’s legal representative Ong Yu Jian said that his clients were prepared to proceed with the EGM at noon despite their views on the legality of the first adjournment, but would not vote at all on the second adjournment.
“The [first] adjournment was called not based on the Articles of Association. The purpose of the adjournment is to facilitate a certain shareholder. This is why it should not proceed,” said Ooi.
On the second adjournment proposed by Hadenan, Tey said: “We can live with the consequences [of not voting]. We know what we are doing.”
On the other hand, Protasco said that polling for the first adjournment was not necessary as the EGM proceeded on the same day.
“As far as the company is concerned, this whole meeting has been conducted in accordance with our Articles of Association and our constitution. There was nothing that was improper and everything was done according to the law,” Protasco said.
This view was supported by UOBM’s representative, David Thomas Matthews, who dismissed Tey and Ooi’s actions yesterday as “stage-managed”.
Tomorrow, another EGM which is requisitioned by Tey and Ooi to remove Chong from Protasco’s board will be held. Protasco has declined to comment on whether it will seek legal action to prevent the EGM from carrying on.
This article first appeared in The Edge Financial Daily, on November 27, 2014.