KUALA LUMPUR: The High Court has ruled EON CAPITAL BHD []'s extraordinary general meeting held on Sept 27 last year as valid despite opposition from Primus (Malaysia) Sdn Bhd.
EON Cap said on Monday, Jan 31 that that the EGM chairman's refusal to put the motion to replace him as chairman was justified.
The judge Anantham Kasinather ruled there was no specific provision in the Articles of Association of the company for the removal of the chairman at the EGM.
'Given the mechanism for the appointment of the chairman and the absence of any specific provision for the removal of the chairman at the general meeting, I agree with the submission of the counsel of the defendant (EON Cap) the chairman's refusal to put the motion to replace him as chairman was justified,' said Anantham.
He also held that the contravention of Article 63 does not render the EGM a nullity and the resolutions passed thereat void.
# Article 63 provides that the chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business which lawfully have been transacted at the meeting from which the adjournment took place.
When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of an AGM. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
EON Cap said on Monday the judge ruled the shareholder's resolutions passed at the EGM as valid.
To recap, Primus had filed a suit against EON Cap over the Sept 27, 2010 EGM. Primus is opposed to the HONG LEONG BANK BHD [] takeover of EON Cap.
Primus had filed an originating summons with the High Court as it sought relief from the court over several issues against the company. Primus had sought a declaration that the motion to adjourn the Sept 27 EGM was a valid motion.
On Oct 4, 2010, Primus had filed an originating summons with the High Court as it sought relief from the court over several issues against the company.
Primus had sought a declaration that the motion to adjourn the Sept 27 EGM was a valid motion. It also sought to declare the EGM chairman's decision not to put the motion for an adjournment of the EGM to a vote was unlawful. Other relief included a declaration the motion to remove the chairman as valid.
Primus had sought a declaration that the chairman's refusal to put the motion for his removal as the chairman of the EGM was unlawful; while all the proposed resolutions passed at the EGM were null and void.
EON Cap said on Monday, Jan 31 that that the EGM chairman's refusal to put the motion to replace him as chairman was justified.
The judge Anantham Kasinather ruled there was no specific provision in the Articles of Association of the company for the removal of the chairman at the EGM.
'Given the mechanism for the appointment of the chairman and the absence of any specific provision for the removal of the chairman at the general meeting, I agree with the submission of the counsel of the defendant (EON Cap) the chairman's refusal to put the motion to replace him as chairman was justified,' said Anantham.
He also held that the contravention of Article 63 does not render the EGM a nullity and the resolutions passed thereat void.
# Article 63 provides that the chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business which lawfully have been transacted at the meeting from which the adjournment took place.
When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of an AGM. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
EON Cap said on Monday the judge ruled the shareholder's resolutions passed at the EGM as valid.
To recap, Primus had filed a suit against EON Cap over the Sept 27, 2010 EGM. Primus is opposed to the HONG LEONG BANK BHD [] takeover of EON Cap.
Primus had filed an originating summons with the High Court as it sought relief from the court over several issues against the company. Primus had sought a declaration that the motion to adjourn the Sept 27 EGM was a valid motion.
On Oct 4, 2010, Primus had filed an originating summons with the High Court as it sought relief from the court over several issues against the company.
Primus had sought a declaration that the motion to adjourn the Sept 27 EGM was a valid motion. It also sought to declare the EGM chairman's decision not to put the motion for an adjournment of the EGM to a vote was unlawful. Other relief included a declaration the motion to remove the chairman as valid.
Primus had sought a declaration that the chairman's refusal to put the motion for his removal as the chairman of the EGM was unlawful; while all the proposed resolutions passed at the EGM were null and void.
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