S144 EGM & CEO

On 27 March 2009, Southern Acids received an S144 requsition notice for EGM

http://announcements.bursamalaysia.com/EDMS%5CAnnWeb.nsf/LsvAllByID/482568AD00295D0748257586003C8576?OpenDocument

The 2 first agendas reads :

Ordinary Resolution No 1 - Removal of Director
"THAT Mr Yap Soon Nam be and is hereby removed as director of the Company with immediate effect."

Ordinary Resolution No 2 - Removal of Director

"THAT Tuan Haji Mohd Hisham Bin Harun be and is hereby removed as director of the Company with immediate effect."


Later on 6 May 2009, the directors and the solicitors decided that the S144 requisition notice is null and void.

http://announcements.bursamalaysia.com/EDMS\AnnWeb.nsf/LsvAllByID/482568AD00295D07482575AE00330F4D?OpenDocument

Now, whats wrong with this picture?

Firstly, it is law that the EGM will have to be called by the company within certain time frame (if memory serves me well, its 60 or 90 days). The company did not do so but instead says that the notice in null and void. I thought only the Court can only declare something to be null and void, how can the directors and solicitors themselves make that call? (Any lawyers here to comment?)

If shareholders wants to call EGM to remove Yap Soon Nam and Tuan Haji Mohd Hisham Bin Harun and appoint other directors, can the current directors decide that it is ok NOT to call the EGM? Keeping in mind that the directors who decided are also Yap Soon Nam and Tuan Haji Mohd Hisham Bin Harun themselves. They are certainly not happy to be ushered out of the company.

Interesting note also that Yap Soon Nam is also the Chairman of the Company and Tuan Haji Mohd Hisham Bin Harun is the Chairman of the Audit Committee. (check out the 2008 Annual Report)

Quote from my first post, one of the complains in the current minority oppression petition:
(iii) Payment of certain allowances to two non-executive directors (Chairman of the Company and Chairman of the Audit Committee) were alleged to be irregular;

Aha.... now we have a link. Perhaps the 2 chairmans were paying themselves big fat allowances and refused to be removed as directors?

I was unable to find out for sure the reasons why the shareholder wants to remove the 2 directors but should be a high chance that they have something to do with the current minority oppression section 181 petition.



On 29 April 2009, Southern Acids announced that they will be appointing a new CEO (Mr Leong Kian Ming) effective 1 June 2009.

http://announcements.bursamalaysia.com/EDMS%5CAnnWeb.nsf/LsvAllByID/482568AD00295D07482575A70039A39A?OpenDocument

A quick search on Leong Kian Ming shows that he was Executive Director and CEO of Overseas & General Ltd. Now here comes the interesting part. He only resigned on 9 July 2009 as Executive Director and CEO of the previous company. Meaning he is employed in 2 places for the period (1 June 2009 and 9 July 2009).

http://www.asx.com.au/asxpdf/20090710/pdf/31jhn1g1mvpbtr.pdf

The Receiver&Managers order was served on 6 July 2009 (but suspended on 8 July 2009). Was the new CEO planning to continue being employed in 2 places if the Receiver&Manager hasn't turned up? Isn't this illegal by itself? (lawyers, help?)

Didn't the directors made sure the CEO left the previous company before joining the new company? Or did the directors, particularly Yap Soon Nam and Tuan Haji Hisham Bin Harun condone to this?

This is just more signs of hanky panky going on in Southern Acids.