PETALING JAYA: Sumatec Resources Bhd has lodged a police report against one of its former directors for possible breach of trust and committing offences under the Company Act 2016 by conducting certain transactions without the approval of the board of directors .
The group told the stock exchange that Independent Director and Chairman of the Audit Committee of the Board, Datuk Khalid Ahmad had on November 20 lodged the report with the Commercial Crime Department.
The decision to lodge the police report was made in accordance with the advice and order of the Board of Directors with the recommendation from the managing director to safeguard the interests of the company, the shareholders, other stakeholders and the public.
The director who was a board member of the company from 2003 to 2017 was also a director and shareholder of Tekad Mulia Sdn Bhd during the period in which the alleged act being committed.
“The director, in acting without board authority, was acting in conflict of interest in relation to the transactions involving the divestment of Semua International Sdn Bhd (SISB) and Collateralized Loan Obligation (CLO) Debt settlement (since he was also a Director and shareholder of Tekad Mulia Sdn Bhd), a substantial shareholder of the Company during the period in which the alleged act being committed. The Director has made certain undertaking to the Purchaser and Trustee, Malaysian Trustee Bhd and Bondholders in the Settlement Agreement 2013,” said Sumatec board of directors in the filing.
Checks with Companies Commission of Malaysia (SSM’s) records list former director Chan Yok Peng as a director and shareholder in Tekad Mulia.
The former director also allegedly placed the company’s seal on an agreement without the resolution of the board for a settlement agreement for a CLO Debt for the company’s previous subsidiary SISB. This resulted in Sumatec acknowledging the undertaking to settle around RM80 million, even though the liability has been waived.
He was also found to have been allegedly negligent in handling his duties in relation to the financing of vessels under the Company’s subsidiaries, SISB and Semado Shipping Sdn Bhd, by failing to ensure the takeover of the Sumatec’s guarantees to Bank Pembangunan Malaysia Bhd and Malayan Banking Bhd to Hoe Leong Corp Ltd , a company incorporated and listed on the Singapore Stock Exchange.
As well as failed to procure the guarantee and to replace the company’s guarantee from the controlling shareholder of SISB, Hoe Leong Corporation Bhd as stipulated in the Settlement Agreement 2013 and the company’s Circular to Shareholders dated May 30 2013, which has caused the company to be summoned and face winding-up proceeding for liabilities estimated at about RM350 million.
The director had allegedly acted alone and without the permission of the board of directors in signing the Parental Company Guarantee Agreement” dated May 2, 2016 to the Continental Industrial Supply And Services Limited Liability Company Partnership (CISS.)
This was to secure the payment of the Kazakhstan based oil and gas company, CaspiOil Gas LLP (COG) contract, which resulted in the company paying for arbitration proceedings of about US$6 million.
