A SERIES of events over the past fortnight at Caely Holdings Bhd may have lent credence to the belief that the Perak-based lingerie manufacturer is going through a rough patch.
Fresh from the Malaysian Anti-Corruption Commission (MACC) issuing a freeze order on all its bank accounts, the company’s founder and non-executive director Datin Fong Nyok Yoon has initiated a lawsuit against the company and six current and former directors to prevent them from issuing new shares through a private placement exercise.
In a Bursa Malaysia filing yesterday (April 26), Caely said it has received an originating summons filed in the Shah Alam High Court naming its executive director and CEO Lim Chee Pang as the first defendant followed by Lim Say Leong, Beh Hong Shien (both non-executive directors), Datuk Wira Ng Chun Hau (executive chairman) and former non-executive directors Noor Azri Noor Azerai and Datuk Seri Mazlan Lazim.
Both Mazlan and Noor Azri had resigned from Caely’s board on Monday (April 25). Noor Azri stated in a media statement that “the recent issues that have cropped up may have affected my ability to further assist the group and I have made the decision to resign.”
Fong in her originating summons further insisted that the allotment of new shares in the company should only be allowed if approved by Caely’s shareholders at an extraordinary general meeting.
She also seeks to cancel the resolution to re-designate herself to non-independent non-executive director from executive director which was passed at the company’s annual general meeting held on Sept 22 last year.
According to Caely’s 2021 Annual Report, Fong held 7.4% of the company’s shares as of end-July 2021 while her husband Datuk Chuah Chin Lai (Caely’s former managing director) held 5.49% stake.
“The company is seeking legal advice and will make further announcement on any material development on this matter,” Caely noted. “The originating summons is currently fixed for case management on May 19.”
In a response to a Bursa Malaysia query dated April 20, Caely named the Malaysian Anti-Corruption Commission (MACC) as the authority that has issued the freezing order of all its bank accounts (group and subsidiaries) effective April 13.
The group further clarified that the freezing order was never served on to the company directly but it was only made aware of the matter via a letter from CIMB Bank Bhd.
For now, it cannot be ascertained if the freeze of Caely’s bank accounts has anything to do with its recent appointment of Virdos Lima Consultancy (M) Sdn Bhd as forensic auditor to conduct an independent forensic audit on allegations of suspicious and irregular transactions within the company.
This came about after one of its independent non-executive directors received an anonymous package containing documents that raised concerns about several suspicious transactions involving the wholly-owned unit, Caely (M) Sdn Bhd (CMSB). The investigation is expected to be completed by May 31.
Earlier, Caely’s external auditor PKF Malaysia had issued a qualified opinion on the group’s audited financial statements for its financial year ended March 31, 2020 in relation to CMSB’s ability to recover certain receivables.
The auditor noted that CMSB had trade receivables of close to RM12 mil as of 31 March 2020 related to construction works for Felcra Bhd which were completed on 28 Feb 2018.
However, only RM250,000 in repayment had been received by the company since completing the works which it attributed to the change of government and the COVID-19 pandemic.
At 9.15am, Caely was down 1 sen or 2.38% to 41 sen with 66,900 shares traded, thus valuing the company at RM106 mil. – April 27, 2022
