Bebas Muflis secretariat chairman Datuk Sohaimi Shahadan
KUALA LUMPUR: EKA Noodles Bhd, which last month received a notice for an EGM to remove all its board members except for group managing director Datuk Seri Chin Seak Huat, will proceed with the proposed meeting but the company may expand the agenda.
The vermicelli (bee hoon) manufacturer told Bursa Malaysia on Monday the company was proceeding with the proposed EGM, tentatively set for Feb 6.
This was despite its belief that the requisitionists -- EKA Noodles’ second largest shareholder Vibrant Class Sdn Bhd, Law Chong Kai and Fong Yit Meng -- have failed to comply and will fail to comply with the Companies Act 1965, the relevant Listing Requirements and the company’s articles of association in carrying out the notice to shareholders and/or the intended EGM.
“The notice to shareholders and/or the intended EGM (if so convened) is illegal, invalid and irregular,” EKA Noodles said, having engaged its lawyers, Lim, Chong, Phang & Amy, for legal advice.
“Notwithstanding the above and without prejudice to the rights of the company and its shareholders at large, in order to ensure that any general meeting of the company will be held, convened and conducted in accordance to Companies Act 1965, the relevant Listing Requirements, the articles of association of the company and in line with the spirit of good corporate governance, the board of directors had decided that the company would convene an EGM tentatively on Feb 6 to consider (including but not limited to) the businesses/Agenda proposed by the requisitionists via the notice to shareholders,” it added.
EKA Noodles said the notice of the EGM would be issued to the shareholders in accordance with the relevant requirements.
The resolutions proposed by Vibrant Class and the other two requisitionists include the removal of chairman Datuk Sohaimi Shahadan, executive director Ahmad Zaffry Sulaiman, director Yee Yit Yang and director Raja Nazrin Raja Ghazilla as well as any other person appointed director following the company’s last AGM in May 2016.
The requisitionists also seek to appoint Chan Soo Yean and Fong Yit Meng as executive directors, and Khairilanuar Tun Abdul Rahman, former Metronic Global Bhd
group managing director Datuk Chin Yew Sin, Leong Woay Hong@Neoh Woay Hong, Law Chong Kai and Lim Choo Hooi as non-executive directors. Khairilanuar, who is a major shareholder of EKA Noodles through Vibrant Class Sdn Bhd, is proposed for the chairman post.
EKA Noodles incurred losses before tax of RM15.5mil for the 18-month financial period ended Dec 31, 2015 -- a smaller loss compared with RM37.2mil for the preceding financial year ended June 30, 2014. For the first nine months of last year, the company continued to suffer losses (unaudited pre-tax loss of RM14.52mil).
EKA Noodles triggered the Practice Note 17 criteria in August last year as its shareholders’ equity on a consolidated basis was 25% or less of its paid-up capital and was less than RM40mil in its unaudited interim financial results for the second quarter ended June 30, 2016.
Vibrant Class emerged as the company’s second largest shareholder with an 8.97% stake last month. Another shareholder, Ang Eng Hooi, had sold it the 28 million shares.
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