Cofounder and technical director of Scan Associates Prof Datuk Dr Norbik
KUALA LUMPUR: Scan Associates Bhd on Monday gave a different version on the outcome of its adjourned AGM on Friday, saying that two of the directors who had earlier sought reelection were not reelected.
In its amended announcement to the exchange, the ICT security solutions provider also noted that shareholders shot down the resolution to approve the payment of directors’ fees of RM156,000 for the financial year ended June 30, 2015.
On Friday, Scan had told Bursa Malaysia that the resolutions to reelect the two retiring directors - Datuk Nik Ismail Nik Yusoff and Roy Winston George - and to approve the fees were tabled and “duly passed.”
Scan has been embroiled in a boardroom tussle that involves the courts, and Monday’s amended announcement shows that the majority of shareholders appear to support the company’s former chief executive officer Datuk Norbik Bashah Idris.
Norbik, who resigned as CEO on June 30 last year after six years at the helm, and former director Yeoh Eng Kong were elected to the board. The company’s board had earlier tried unsuccessfully to stop their proposed nominations in court.
Norbik and Yeoh are widely seen to represent one camp, while Nik Ismail and Roy George a separate camp.
Following his resignation as CEO, Norbik and another person, Hussin Othman requested to convene an EGM to revamp the board, which included removing Nik Ismail and Roy George along with executive director and substantial shareholder Mak Siew Wei.
Mak subsequently sued Norbik, Hussin and five others whom he claimed were acting in concert and held a combined 36.03% stake in the company but failed to make a mandatory general offer to the other Scan shareholders.
Norbik then took Scan to court in order to convene the EGM seeking a board revamp, with several candidates proposed as new directors.
On Oct 30, Scan filed a statement of claim in the High Court against Norbik and ex-chief financial officer Nurul Huda Zaharol Natrar, who was dismissed from her job earlier that month. According to Scan’s claims, the duo had “breached their duties and responsibilities as principal officers of the company and caused the company to incur losses, and/or conspired to cause losses to the company.”
Last month, originating summons were served on Scan that proposed Norbik, Yeoh, Nurul Huda and two others be nominated as candidates for election as Scan directors,
The High Court allowed their nominations and ordered that the election be held at the adjourned AGM on Jan 15 (last Friday). Scan appealed against the ruling, and the Court of Appeal on Thursday upheld the decision to nominate Norbik and Yeoh at Friday’s AGM but dismissed the nomination of the others.
Hence the resolutions to elect Nurul Huda, Siti Sarah Zainal Abidin and Nor Ramzani Abdul Rahim - people seen as aligned to Norbik (they were among those whom Norbik and Hussin had proposed to nominate to the board at the EGM requisitioned last year) - were not tabled at the meeting.
Among the resolutions that were passed at Friday’s AGM was one that gave the board the authority to issue and allot shares comprising up to 10% of the company’s issued and paid-up capital.
This appeared to be a U-turn from the board’s earlier decision. The board had in July last year (after Norbik left the company) decided not to extend the period to implement a proposed private placement of up to 10% of its paid-up capital to independent third-party investors. The proposed placement, first mooted in August 2013, had previously received several time extensions.
New partners/investors, via a private placement, may be what is needed by Scan, which was classified as a Guidance Note 3 company in May last year. The company has been given until May this year to submit a regularisation plan to Bursa Malaysia Securities.
Scan’s group loss ballooned to RM19.2mil for the 18-month financial period ended June 30, 2015, from RM2.1mil in the year ended Dec 31, 2013.
“The significant loss for 2015 was mainly due to the difficult environment which led to impairments in development expenditure and receivables totaling RM13.8mil,” chairman Major (Rtd) Ismail Ahmad said in the latest annual report.
In another notable development, a week prior to Friday’s adjourned AGM, Scan appointed Teh Chee Hoe to fill the CEO post that had been vacant since Norbik’s resignation.
Scan shares shed 5 sen to close at 4.5 sen on Monday.
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