IRE-TEX (M) SDN BHD MANAGING DIRECTOR DONALD YAP SHOWING THE COMPANY'S INTERNATIONAL-LINKS.
KUALA LUMPUR: Ire-Tex Corp Bhd has declared invalid the EGM held on Thursday which approved all the resolutions to remove certain directors and appoint two new ones.
In a filing with Bursa Malaysia, the protective packaging company said it did not recognise the outcome and passing of “certain resolutions” at the meeting that took place in Kuala Lumpur.
“The company will take all steps necessary to protect its interests including legal proceedings,” it said on Thursday.
Ire-Tex said it found the “purported EGM” invalid in many aspects.
Among them is that the notice of the said meeting dated April 11 was not given by a member “in the sense that the person giving the notice was not a person whose name was entered into the record of depositors.”
Ire-Tex said the scrutineer appointed by the company was also not allowed to observe and verify the taking of attendance and the vote counting process.
Further, “the board of directors was not allocated proper seating for the meeting and the chairman of the board was not allowed to be the chairman of the said meeting which clearly violates the Article 71 of the company’s articles of association,” it said.
“The chairman of the meeting who was appointed by the shareholders during the said meeting explained that Article 71 was not applicable to the said meeting as the meeting was not a company’s meeting but rather it was a private shareholders’ meeting.
“That being the case, the said meeting was not binding on the company and therefore, the existing directors of the company were not removed and the proposed appointees were never appointed.”
Ire-Tex said the company secretary had received a letter from Kanesalingam & Co, the lawyers of Singapore-based Elite Cosmo Group Ltd (the shareholder that called for the EGM), claiming that the meeting proceeded smoothly and the resolutions were duly passed.
At the meeting, chairman Datuk Seri Mohd Shariff Omar, Chin Wui Choong, Mak Lin Kum and Ahmad Amryn Abd Malek were removed as directors, and Raja Hizad Raja Kamarulzaman and Hamdan Mohd Nor were appointed as directors.
In a separate filing announcing the EGM’s outcome, Ire-Tex noted that “the results of the poll were validated and verified by Mega Corporate Sdn Bhd, the independent scrutineer appointed by the company.”
To recap, the loss-making company, which has seen a long series of boardroom changes, received a special notice from Elite Cosmo Group - the single largest shareholder with 14.29% stake - on March 2 asking for the meeting to remove some of the directors and appoint new ones.
Directors excluded from the resolutions for removal were Ire-Tex’s co-founder/deputy chairman Datuk Donald Yap Tatt Keat and Kong Hon Hay, its former group executive director who was redesignated as non-executive director in February.
Ire-Tex’s immediate former chairman, Abdul Rahim Abdul Hamid, had earlier stepped down on Nov 23, 2016, saying he had “thought long, hard and deep and concluded that he could no longer play a role on the board of Ire-Tex Corp Bhd meaningfully.” Hence, he resigned from all Ire-Tex appointments.
However, he did not say there had been any disagreement with the board or elaborate on what led to the feeling of helplessness in carrying out his role.
Ire-Tex announced in January the emergence of Elite Cosmo as its new substantial shareholder with a 10.47% stake. The company has since upped its stake further to 16.27% through a series of purchases.
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