KUALA LUMPUR: Safari Alliance Sdn Bhd (SASB) has today filed a suit against Tiger Synergy Bhd (TSB) to invalidate the notice of extraordinary general meeting (EGM) issued by the current TSB board of directors.
The EGM has been scheduled on February 20.
SASB said the notice of EGM proposed to be convened by TSB on Thursday was issued after the former had issued its own notice of EGM slated for March 2.
The suit by SASB was filed in the Commercial Division of the High Court of Malaya here.
The suit also called for TSB to be refrained from taking further steps to prevent the EGM called by SASB.
SASB, a substantial shareholder with an 11.83 per cent stake in TSB, had called an EGM to remove all seven current directors of TSB and reconstituting the board of the company.
However, SASB claimed the resolutions in TSB’s notice of EGM, which was issued a month after SASB’s, was an exact replica with the exception of two additional directors.
According to SASB, the two new nominated directors were Ng Hong Ming and Marzuki Hussain, who have been nominated by shareholders Shia Xze Chyien and Wai Choo respectively.
Other nominated directors are Goh Ching Mun, who is a director and shareholder of SASB, Leong Keng Wai, Ng Leong Teck, Azmi Osman and Yeoh Lam Huat.
Goh said TSB’s move for an EGM to take place earlier on February 20 was clearly an attempt to hijack the meeting to serve the current board’s own agenda.
"It makes no sense to call for an EGM earlier on the pretext of saving time and cost from convening several EGMs as apparently there were multiple requests from various shareholders for the removal and appointment of directors," Goh said in a statement.
If all were voted in by shareholders, the inclusion of the two new nominated directors, would bring the board back to seven directors in total.
"The way the two new directors have been nominated and how the existing five nominated directors, myself included, have been directed to take part in this new EGM has also given rise to concerns on the motives of the current board," Goh said.
Stated as one of the grounds for the suit, the five nominated directors, excluding Ng Hong Ming and Marzuki Hussain, had written to TSB to indicate that they did not consent to be nominated to the board at the February 20 EGM.
In addition, SASB also contended that Shia Xze Chyien and Wai Choo were not substantial shareholders of TSB and were not entitled to nominate any individual to the board.
SASB had called for the EGM because of the concern in relation to the management and operations of TSB.
This had stemmed from the sudden resignation of the company’s external auditors Messrs. UHY on September 11 2019 without any reasons given, said Goh.
In addition, he said there was also an unexplained upward adjustment to land held for property development in the unaudited financial accounts of TSB between the second quarter and third quarter of financial year (FY) 2019.
"Furthermore, there were millions in cash not properly accounted for arising from shares issued during the financial year," Goh said.
A detailed account into the reasons SASB had called for the EGM were provided in Goh’s affidavit in support of the suit.
"I had declined to be nominated to the board on 20 February because I do not want to be held responsible for the unaudited fourth quarter results of TSB for the financial year ended 31 December 2019, which has to be approved by the board and released by the end of February 2020.
"This is in view of the several ‘red flags’ that have come to my attention in the unaudited accounts for the 2019 financial year," he said.
"I believe that the new BoD should be in place with a clean slate in order to perform its fiduciary and leadership duties effectively. That was why SASB, as a substantial shareholder of the company, had started the ball rolling and called to convene the EGM on March 2 2020," Goh added.