The Malay Mail,
No sanction obtained for six 'overaged' directors to continue in office
Tuesday, December 1st, 2009 11
KUALA LUMPUR: The billion-ringgit Maju Institute for Education
Development (MIED) — an MIC company that operates with government
grants and public donations — has this year been operating with an
unlawfully constituted board of directors.
The findings of The Malay Mail investigations coincided
with the disclosure yesterday by MIED founding member Datuk S.
Subramaniam that this improperly composed board of directors cannot
call and convene the 23rd AGM for this year.
It was revealed that MIED should have convened an AGM last year, to
obtain the sanction of members to allow six directors, who were already
above the age of 70 in 2008, to continue in office for the year 2009.
A resolution under Section 129(6) of the Companies Act had to be
moved to retain the six - MIED chairman Datuk Seri S. Samy Vellu, Tan
Sri M. Mahalingam, Tan Sri K.S. Nijhar, Tan Sri G. Vadiveloo, Tan Sri
K. Kumaran and Datuk Dr T. Marimuthu.
Subramaniam told a news conference that members ought to have been
told that those directors, above the age of 70, had to be elected
annually by at least 75 per cent of MIED members at an AGM in order to
be able to hold office as directors the following year.
Article 10 of MIED’s Articles of Association require a minimum of
five members to sit on the board of directors to constitute a quorum at
any one time.
“MIED clearly failed to adhere to the statutory requirement and its
own articles, and for the whole of 2009, it has been operating with an
unlawfully constituted board of directors, and this illegal board
cannot call, and convene the 2009 AGM,” said Subramaniam.
Most of the 30 MIED life members received notices of the now
infamous 4-in-1 meetings - the adjourned 20th, 21st and 22nd AGMs and
notice of the 23rd AGM, all on Thursday at 10am. Yesterday, the
company postponed all the meetings. (see accompanying story)
The notices were issued by the company secretary, on the instructions of the “present board of directors”,
including the six directors, aged above 70. The other two are Datuk G. Palanivel and Tan Sri Dr K. Ampikaipakan.
Yesterday, Subramaniam urged the Companies Commission of Malaysia
chief executive officer, Datuk Azmi Arrifin to intervene and stop the
“illegal” AGM on Thursday as the entire board is unlawfully constituted.
Apart from listing other irregularities in his letter (see
accompanying story) to Azmi, he said: “MIED has been entrusted with
millions of ringgit in government grants and public donations. It is of
public interest that MIED is run in accordance with its objectives and
MIED, a Section 24 company that is limited by guarantee, is the
jewel in the crown of the MIC. It has been mired in financial
irregularities and has not had a formal AGM since its establishment in
Several members told The Malay Mail yesterday that they had not
received a single notice of an AGM over the years and claimed that
circulars of resolutions were usually distributed to members at MIC
Central Working Committee meetings.
They were responding to a text message from MIED founding trustee
Nijhar to The Malay Mail that since 1984, the company had held 22 AGMs
and nine of these were formal meetings.
“The other 13 AGMs were paper meetings and these are perfectly consistent with company laws,” Nijhar said.
Why AGM was stopped
Irregularities that stopped the 4-in-1 MIED annual general meetings
• Notices of adjourned AGMs and the notice of the 23rd AGM failed to
give the minimum 21-day statutory notice period required under Sec 145
( 2a) of the Companies Act 1965.
• They only gave 14-days notice. Even though MIED’s Articles of
Association provide for a 14-day notice, Section 145 ( 2a), which came
into force in 2007, has mandatory force.
• Clause 12 of MIED’s Articles of Association clearly states that “A General Meeting of the Institute shall be held annually”.
• MIED has clearly breached Section 143 of Companies Act 1965 and
its own Articles with regard to convening of AGMs. This is because no
AGM was ever convened for the year 2008.
• There can be no notice of an adjourned 22nd AGM for the year 2008
because pursuant to Form 55 (Annual Returns of a Company Not Having a
Share Capital) lodged with the Companies Commission of Malaysia, MIED’s
last AGM was held on Dec 27, 2007.
• MIED’s Company Secretaries, M/S Riteq Services Sdn Bhd, has
further confirmed that MIED’s annual returns last filed was based on
the AGM dated Dec 27, 2007, with Datuk Seri Samy Vellu, Datuk S.
Subramaniam , Tan Sri M. Mahalingam, Tan Sri K.S. Nijhar, Datuk Dr. T.
Marimuthu, Tan Sri G. Vadiveloo, Tan Sri K. Kumaran, Datuk G. Palanivel
and Tan Sri K. Ampikaipakan as directors.
• MIED should have convened an AGM in 2008 to move a specific
resolution under Section 129(6) of the Companies Act whereby the
necessary approval and sanction of members ought to have been obtained
to allow six of the directors, namely, Samy Vellu, Mahalingam, Nijhar,
Vadiveloo, Kumaran and Marimuthu, who were already above the age of 70
in the year 2008, to hold office as directors for the year 2009.
• Prior and detailed notice of this specific resolution should have
been given to MIED’s members. Members ought to have been told that
those directors above the age of 70 need to be elected annually by at
least 75 per cent of the members of MIED at an AGM to be able to hold
office as directors for the following year.
• Article 10 of MIED’s Articles of Association requires a minimum of
five members to sit on the board of directors to constitute a quorum.
• MIED failed to adhere to the above statutory requirement and for
the whole of 2009, MIED has been operating with an unlawfully
constituted board of directors.
• This unlawfully constituted board of directors cannot call and convene the 23rd AGM for the year 2009.
New date to be fixed soon
A NEW date for the postponed MIED annual general meeting will be fixed soon.
MIED founding trustee Tan Sri K.S. Nijhar said the postponement was
due to an error by the company secretary in sending out notices for the
He said the company secretary had made a mistake on the actual
duration required to send out the notice calling for the AGM and had
apologised for the error.
“The notice (calling for the AGM) should give a clear 21 days notice
instead of 14 days which was given by the company secretary. As such,
we are fixing a new date for the AGM,” he said in a statement.
He said the mistake was pointed out by S. Subramaniam, a former MIC deputy president and founding
member, in a letter to the MIED.
“We thank him (Subramaniam) for bringing the matter to our
attention,” he said, adding that if Subramaniam had not highlighted the
matter, any person could have sought a court injunction to declare the
The postponement means the expected showdown between MIED chairman
and MIC president Datuk Seri S. Samy Vellu, and the institute’s former
chief executive officer, P. Chitrakala Vasu, has fizzled – for the time
They have been involved in a vicious verbal duel since early this year on missing MIED funds amounting to millions.