In the latest update,
http://info.sgx.com/webcorannc.nsf/Annou...endocument, it is interesting to note that Cheng Lim Kong and co have initiated a change in the Section under the Companies Act that require the convening of an EGM (from Section 177 to 176). GBY is currently seeking legal opinions on it, seems to me that convening one is unavoidable as the members can call for one if the directors don't! For your benefit, I have extracted the relevant Companies Act here.
Convening of extraordinary general meeting on requisition
176.
—(1) The directors of a company, notwithstanding anything in its articles, shall, on the requisition of members holding at the date of the deposit of the requisition not less than 10% of such of the paid-up capital as at the date of the deposit carries the right of voting at general meetings or, in the case of a company not having a share capital, of members representing not less than 10% of the total voting rights of all members having at that date a right to vote at general meetings, immediately proceed duly to convene an extraordinary general meeting of the company to be held as soon as practicable but in any case not later than 2 months after the receipt by the company of the requisition.
(1A) For the purposes of subsection (1), any of the company’s paid-up capital held as treasury shares shall be disregarded.
[21/2005]
(2) The requisition shall state the objects of the meeting and shall be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form each signed by one or more requisitionists.
(3) If the directors do not within 21 days after the date of the deposit of the requisition proceed to convene a meeting the requisitionists, or any of them representing more than 50% of the total voting rights of all of them, may themselves, in the same manner as nearly as possible as that in which meetings are to be convened by directors convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from that date.
(4) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to convene a meeting shall be paid to the requisitionists by the company, and any sum so paid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default.
(5) A meeting at which a special resolution is to be proposed shall be deemed not to be duly convened by the directors if they do not give such notice thereof as is required by this Act in the case of special resolutions.
[UK, 1948, s. 132; UK, Treasury Shares, Sch., para. 19; Aust., 1961, s. 137]
Calling of meetings
177.
—(1) Two or more members holding not less than 10% of the total number of issued shares of the company (excluding treasury shares) or, if the company has not a share capital, not less than 5% in number of the members of the company or such lesser number as is provided by the articles may call a meeting of the company.
[21/2005]
(2) A meeting of a company or of a class of members, other than a meeting for the passing of a special resolution, shall be called by notice in writing of not less than 14 days or such longer period as is provided in the articles.
(3) A meeting shall, notwithstanding that it is called by notice shorter than is required by subsection (2), be deemed to be duly called if it is so agreed —
(a)
in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; or
(b)
in the case of any other meeting, by a majority in number of the members having a right to attend and vote thereat, being a majority which together holds not less than 95% of the total voting rights of all the members having a right to vote at that meeting.
[21/2005]
(4) So far as the articles do not make other provision in that behalf notice of every meeting shall be served on every member having a right to attend and vote thereat in the manner in which notices are required to be served by Table A.
(5) [Deleted by Act 40 of 1989]
At the current market price of around $0.23, Mr Market is currently valuing GBY fairly given an almost equivalent amount of cash per share. Question: Will Mr Market believe that profitability is returning soon to GBY and accordingly revalue it upwards? Also interesting to note that the current Board of Directors is thinking of raising fresh capital, a move I suspect is thinly disguised as an attempt to stir up investor interest in the stock and raise market capitalization to get itself out of the SGX watchlist.
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