sab的人事纠纷，后续。

【原文】
之前提到的sab人事纠纷，几乎忘了。

昨天sab董事委任了新的管理团队，接管了sab。

sab董事根据公司法，Section 181. Remedy in cases of an oppression，委任Lim Tian Huat 和 Duar Tuan Kiat 为临时接管人。至于之前的人事，犯了什么错，就不清楚。

The Company wishes to announce that it has today been served with an ex-parte order dated 30 June 2009 for the appointment of Mr Lim Tian Huat (NRIC No. 541128-04-5235) and Mr Duar Tuan Kiat (NRIC No. 610323-10-5375) both of Messrs Ernst & Young, 4th Floor, Kompleks Antarabangsa, Jalan Sultan Ismail, 50250 Kuala Lumpur as Interim Receivers and Managers of Southern Acids (M) Berhad, pursuant to a petition under Section 181 of the Companies Act, 1965 filed by two shareholders, one of whom is an executive director of the Company.


【update on 8 july 09，suspended pending the decision of the court】


【Saturday July 11, 2009】
What’s going on in Southern Acids?
By CECILIA KOK


The company, which has been served an ex-parte order, is reported to be embroiled in a shareholder dispute, stemming from factions in its major shareholder

IT may not be a closely watched counter, but over the week, Southern Acids (M) Bhd caught some limelight after it announced on Monday that it had been served an ex-parte order for the appointment of two Ernst & Young partners as interim receivers and managers.

On Wednesday, the company said the ex-parte order had been suspended pending a court decision on July 14 on the preliminary objections to an application to set aside the order.

Trading of the company’s shares will be suspended on the same day until further notice.

Southern Acids is principally an investment holding company that carries out the marketing of oleo-chemical products for commercial use. The ex-parte order is the result of a petition filed by two shareholders, one of whom is an executive director.

The company currently has two executive directors, namely Low Mong Chai and Lim Kim Long, who held 56.2% and 50.5% direct and indirect interests, respectively, in Southern Acids as at Sept 15 last year.

Reasons for the filing of the petition are still not clear. When contacted, the management of Southern Acids and representatives from Ernst & Young refused to comment on the current status of the company because the court case is outstanding.

If the ex-parte order stands, the control of Southern Acids will be placed under the stewardship of the interim receivers and managers from Ernst & Young.

The net book value of the company’s affected assets as at April 30, 2009 was RM368.3mil.

The interim receivers and managers will be reviewing the financial and operational aspects of the company.

This mandate includes protecting and safeguarding the assets of the company, managing its affairs and conducting investigations about its past doings. The scope of investment, however, is limited to what is allowed by the court.

In essence, the receivers and managers in the case above are the officers of the court and they report to the court.

Generally, through receivership, a company can avoid liquidation through the reorganisation of assets and liabilities with the help of a court-appointed trustee, or until a white knight comes and rescue the company.

A management consultant familiar with such cases explains that the placement of Southern Acids under receivership (if the ex-parte order is not set aside) does not necessarily mean that the company would wind up in liquidation.

“The company can get out of this entanglement once the ‘main cause’ that triggered the action is resolved,” he clarifies.

Southern Acids in April was reported to be embroiled in a shareholder dispute, stemming from factions in its major shareholder Banting Hock Hin Estate Co Sdn Bhd.

According to media reports, there was a group in Banting Hock Hin that wanted to wind up Southern Acids and distribute its assets to shareholders, while another wanted to keep the company as a going concern.

“When two parties cannot agree on important matters of the company, it will definitely affect the company’s operations,” the consultant says.

“So, in this case, it is best that the company be put under a custodian until the conflict is resolved. This is for the betterment of the company, so that it can operate normally,” he adds.

The concern now is the effect of the receivership on the interests of other shareholders in Southern Acids.

“Well, it is too premature to conclude that they will lose out in the current scenario,” an analyst familiar with the case explains.

“If you take the spirit of what the receivers and managers are doing as professional, and that is, they are managing the affairs of the company for its good until any dispute is resolved, then it should not prejudice the interests of other shareholders,” he says.

Further announcements on the company are expected to be made in the week ahead.

Southern Acids booked a loss of RM4.35mil on a turnover of RM442.2mil for the financial year ended April 30, 2009. In the preceding financial year, the company made a net profit of RM23.2mil from a turnover of RM465.5mil.

Based on the counter’s closing price of RM1.45 per share on Thursday, the market capitalisation of Southern Acids stood at RM198.55mil.



【Tuesday July 14, 2009】
Southern Acids announces additional information
PETALING JAYA: Southern Acids (M) Bhd has announced additional information pertaining to the appointment of its interim receivers and manager from Messrs Ernst & Young.

In a filing to Bursa Malaysia yesterday, it said the additional information was announced after the company was served with an ex-parte order dated June 30 on July 6 for the appointment of Lim Tian Huat and Duar Tuan Kiat as interim receivers and managers of Southern Acids pursuant to a petition filed by two shareholders – Southern Acids executive director Low Mong Chai and his brother-in-law Soh Ah Bah.

The petitioners said in the filing that Symfusion Sdn Bhd was engaged at a fee of RM2.5mil to investigate complaints raised by shareholders in respect of numerous alleged questionable transactions, such as removal of certain bank signatories and payment of certain allowances to two non-executive directors, were alleged to be irregular.

The directors were unable to ascertain, at this point in time, if the company would suffer any losses from the aforesaid appointment, it said.


【Tuesday July 15, 2009】
Clarification (thestar)
WITH reference to yesterday’s report Southern Acids announces additional information, Symfusion Sdn Bhd was appointed to investigate only complaints over numerous alleged questionable transactions and not as published.