KUALA LUMPUR (June 22): Caely Holdings Bhd said the Kuala Lumpur High Court has ruled on Tuesday (June 21) that the current composition of the company’s board of directors shall be maintained as that prior to the extraordinary general meeting (EGM) convened on June 15.

In a statement, Caely said the court has directed that the status quo shall remain until the hearing scheduled on Aug 3, following a new lawsuit filed by plaintiffs Leong Seng Wui, Kok Kwang Lim and Valhalla Capital Sdn Bhd who had sought that the EGM to remove eight directors from the company’s existing board be declared valid.

Caely said the plaintiffs had earlier requisitioned an EGM which was purportedly held on June 15, which the current board of directors was advised by the company’s legal advisers as invalid.

According to Caely, the company had in fact on the same day of the EGM made an announcement stating that the said EGM was adjourned on various grounds, including ongoing litigation cases — one of which had been filed by the requisitionists themselves.

Caely noted that this is in addition to being sub-judice as it interfered with the reliefs sought at the High Court by the company, which in itself tantamounts to contempt of court.

Caely added that the current board of directors had also on June 16 lodged a police report against Leong, Kok and Valhalla Capital who were suspected to have committed serious wrongdoings in the lingerie manufacturer by calling for the EGM. 

This despite knowing there are ongoing litigation cases, including one which had been filed by the plaintiffs themselves, Caely said.

“Following the latest court ruling, the current board shall remain in control of Caely until the court hearing scheduled on Aug 3. For now, the board will continue to run the company,” said Caely’s group executive chairman Datuk Loh Ming Choon.

The current eight members of Caely’s board of directors are: Loh, executive director Datuk Seri Sin Hock Min, executive vice chair lady Wong Siaw Puie, executive director Khoo Chen Yeng, non-executive director Datin Fong Nyok Yoon, as well as three other independent directors, namely Datuk Mohamad Hanafiah Zakaria, Ng Mei Choo and Datuk Koh Mui Tee. 

Caely has been in the spotlight in the past two months after it announced on April 20 that the Malaysian Anti-Corruption Commission had issued a freeze order on all of its bank accounts. 

The requisitionists Leong, Kok and Valhalla Capital — collectively holding at least 10% of Caely — made their first attempt to call for an EGM to remove the existing board members in February this year.

On March 16, Caely commenced a lawsuit at the Kuala Lumpur High Court against the trio, as well as five others in a challenge against their voting rights and the nomination of themselves or nominees at an EGM.

On March 18, the trio filed a lawsuit against Caely to declare that they were entitled to call and hold an EGM, subject to any protocol or requirement as determined by the court to ensure a fair and smooth running of the EGM.

Two months later on May 19, the trio requested for another EGM to discuss various issues, including the removal of newly appointed executive chairman Wong Siaw Puie and six other existing directors.

On April 7, the group said it had appointed Virdos Lima Consultancy (M) Sdn Bhd as forensic auditor to carry out an independent forensic audit on allegedly suspicious and irregular transactions at the group, following a tip-off received by one of its directors.

Shares in Caely closed 8.96% or three sen lower at 30.5 sen on Wednesday (June 22), giving the group a market capitalisation of RM78.8 million.