The scuffles, lawsuits and dramas

TheEdge Tue, Dec 27, 2016 10:16am - 7 years View Original


This article first appeared in The Edge Financial Daily, on December 27, 2016.

 

KUALA LUMPUR: A recount of the year that will soon come to pass would not be complete, at least from the market angle, without a review of the conflict and scuffles that took place in the boardrooms of Malaysian corporates.

Here are some notable feuds and the he-said-she-said, some of which have culminated in lawsuits that made headlines this year:

 

WTK Holdings Bhd

A family tussle has broken out at WTK Realty Sdn Bhd, which holds a 13.6% direct shareholding in one of Sarawak’s largest timber companies, WTK Holdings Bhd.

Two rival factions of the family of the late Datuk Seri Wong Tuong Kwang — one of Sarawak’s richest men — are wrestling to take charge of WTK Realty for control of the timber empire Tuong Kwang built.

A series of 34 ongoing lawsuits, at last count, have been filed, which involve four out of eight members of the board of directors of WTK Holdings, all second and third generation of the late Tuong Kwang’s family.

On one side is WTK Holdings chairman Pemanca Datuk Wong Kie Yik and his brother, non-executive director (NED) Wong Kie Chee. On the other side is the duo’s sister-in-law Datin Kathryn Ma Wai Fong (wife of the late Datuk Wong Kie Nai, WTK Holding’s former chief executive officer (CEO) and Tuong Kwang’s second son), her son Neil Wong Hou-Liang and daughter Mimi Wong Hou Wai.

Some shareholders of WTK Holdings even questioned the lack of disclosure in reporting the series of lawsuits that have erupted among the descendants of Tuong Kwang’s family during an annual general meeting (AGM) in June.

This led to top WTK Holdings officials coming out to provide reassurance that the family tussle would not affect the public listed company’s existing businesses.

To date, there has not been much disclosure or updates on the series of lawsuits initiated, some of which have dragged on for three years.

 

Multi-Usage Holdings Bhd

Minority shareholders of Multi-Usage Holdings Bhd (MUH) who refused to recognise the validity of a two-month suspension of non-independent NED Tan Chew Hua in November after a special audit found alleged misappropriation of funds in the company, showed their dissatisfaction last Wednesday by taking over the group’s AGM.

They later told reporters that their decision to “take over” the chairing of the meeting was because they refused to have their questions over a qualified opinion issued by auditors in the company’s financial year 2016 statements, as well as Tan’s suspension after the special audit in February, bulldozed by hasty answers from MUH’s board. At the time, the meeting was being chaired by group executive chairman Ang Kim Cheng @ Ang Teng Kok.

Though the board maintained that Tan’s suspension was due to an investigation into matters highlighted in the qualified auditor’s report and special audit report, minority shareholders said Tan’s suspension was not valid.

They were further incensed when told that the company is invoking Section 122 of the Companies Act 1965, which would result in Teng Kok and his son Ang Hwei Chyn remaining as directors of the company without having to be re-elected, as the law states that a company must have at least two directors at all times.

This was because during the AGM, five other directors who were up for re-election withdrew their candidacy right before the start of the meeting, leaving only Teng Kok and Hwei Chyn on the list, following Tan’s suspension.

 

Hock Seng Lee Bhd

Hock Seng Lee Bhd (HSL), its managing director Datuk Paul Yu Chee Hoe and three other directors are being sued by a shareholder, Yii Chee Ming, over disclosure issues in relation to the acquisition and disposal of shares in the group’s holding company.

The marine engineering, civil engineering and construction company was named as the fifth defendant in the lawsuit initiated by Yii on Dec 19.

Besides HSL and Paul, the other defendants are HSL executive directors (ED) Tony Yu Yuong Wee and Lau Kiing Kang and NED Lau Kiing Yiing.

HSL said the suit concerns the disclosures to the relevant authorities by the four directors pertaining to the acquisition and disposal of shares by themselves/their spouses or the company connected to them, in Hock Seng Lee Enterprise Sdn Bhd, but did not elaborate.

Yii is also seeking the removal of Paul, Tony, Kiing Kang and Kiing Yiing as directors of the company.

HSL’s board of directors is now seeking legal advice over the matter, and plans to vigorously defend the company against the suit.

 

YFG Bhd

YFG Bhd, which may be delisted if it fails to submit a new regularisation plan to Bursa Securities by April 20 next year, saw its entire board of directors removed at an extraordinary general meeting (EGM) convened on Sept 29 this year.

The EGM was requisitioned by YFG’s single largest shareholder, General Technology Sdn Bhd, which sought to seek shareholder’s approval to remove the board on the basis that they were “not doing enough and with appropriate urgency to prevent the delisting of the group”.

The vote took place after YFG, which was required to submit its regularisation plan in relation to its Practice Note 17 (PN17) status no later than Sept 21, submitted the plan a day later.

Save for NED Tan Sem Guan, the PN17 company’s chairman and five other directors have been removed.

The six are: independent and NE chairman Dr Roslan A Ghaffar, managing director Lim Chong Ling, executive director Soo Hon Chong, NEDs Chee Hor Wooi, Rezal Zain Abdul Rashid and Ab Gani Haron.

Leong Ngai Seng, Ting Keng Fui, Noel Joseph Ha Thien Sen, Lim Yoke Cheng, Teh Yee Joo and Ong Kenn Tat were appointed to replace those removed.

Tan was saved from the axe as the resolution to remove him was dropped on Sept 23, as YFG had secured a restraining order on its creditors, and Tan was approved by the court as nominated by a majority of creditors in the company’s application to act as a director.

As for the regularisation plan that was submitted a day late, that was eventually withdrawn while the company asked for and was granted more time for a new submission.

 

Kamdar Group (M) Bhd

A family feud that erupted between cousins at the retailer group since 2013, which culminated in allegations of funds having been wrongfully withdrawn for the use of one party, has yet to see an end.

Recall that Bipinchandra Balvantrai, Kamdar Group’s largest shareholder with a 28.9% stake, had tried but failed to remove his cousin Kamal Kumar Kishorchandra — who has a 28.5% stake in the group — as managing director in 2013.

Subsequently in April 2014, Kamdar Group appointed an audit firm to help prove that RM8.8 million had been wrongfully withdrawn from the group’s unit, Kamdar Sdn Bhd (KSB).

The auditors concluded there were four non-business withdrawals amounting to the alleged sum in 2005, by “two individuals who were former officers of Kamdar Group”.

KSB then filed a claim in October 2014, alleging that the withdrawals have been used by Bipinchandra, former chief executive officer Jayesh and contractor Yap Kim Hong, partly to purchase shares in Kamdar Group.

In June last year, the High Court dismissed KSB’s claims against the trio, and ordered KSB to pay the three RM60,000 in costs, each. The court said there was “no breach of fiduciary duty by Bipinchandra and Jayesh”, after noting that accounting records showed that the RM8.8 million taken out of KSB was a loan to the late founder of the group, Harsukhlal Maganlal Kamdar. The court also said KSB suffered no loss, as the deposits paid into its accounts were repayment for the loan taken by Harsukhlal.

However, on KSB’s appeal, the High Court’s findings were overturned in October this year after the appellate court declared a mistrial and ordered the case to be remitted to the High Court for rehearing.

 

MNC Wireless Bhd

Loss-making MNC Wireless’s largest shareholder, Metronic Global Bhd — with a 18.75% stake in the firm as at Oct 5 — tried to remove five directors from MNC’s board earlier this year after it failed to secure an injunction against the company from implementing a proposed rights issue.

The injunction was also sought to halt the implementation of an employee share option scheme (Esos), together with the proposed increase in the authorised share capital of MNC, and amendments to the group’s memorandum of association. Interestingly, it also sought to restrain shareholder Datuk Seri Dr Pang Chow Huat, as well as his associates, from subscribing to the rights issue and Esos.

The hearing of the injunction application was, however, dismissed by the Kuala Lumpur High Court on Oct 12.

Subsequently, Metronic Global requisitioned an extraordinary general meeting on Oct 21 to seek shareholders’ approval to remove five directors, though with no specific reason given. The five it wanted to kick off the board were: MNC Wireless’ chairman Wong Kok Seong, chief executive officer and executive director (ED) Christopher Tan Chor How, ED Pang Siaw Sian, independent non-ED (NED) Thu Soon Shien and non-independent NED Kua Khai Shyuan, and replace them with five others.

However, Metronic Global made an about-turn later, and announced on Nov 8 that the decision was to allow MNC’s board to carry out its business expansion plans pursuant to a rights issues with free warrants, which have been oversubscribed by 8.8 times and subsequently listed on Nov 11.

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