The company said the lawsuit was being brought over various alleged breaches committed in connection with the implementation of a project under Cahya Mata’s digital transformation.
When contacted, Mahmud told FMT he was “shocked and annoyed” by the new development.
“I have not been served with any court papers, but this obviously relates to an old accusation which the company’s board of directors had cleared me of previously. It is yet another move to prevent me from exercising my powers, rights and duties as the group deputy chairman and as director.
“I am confident of striking out this frivolous lawsuit and emboldened in my quest to set things right at Cahya Mata Sarawak,” he said.
The suit follows closely after group managing director Sulaiman Abdul Rahman Taib filed an affidavit last week to oppose an earlier proceeding brought by elder brother Mahmud, seeking access to the accounting records and other documents of five wholly owned Cahya Mata subsidiaries.
Mahmud, 61, and Sulaiman are sons of the late Abdul Taib Mahmud, Sarawak’s longtime governor and chief minister.
In his affidavit, Sulaiman, 56, urged the court to reject Mahmud’s application, fearing it may have repercussions on him personally.
“It would not be far-fetched to even allege that the plaintiff (Mahmud) is attempting to launch a coup to remove me as a director of Cahya Mata,” he said in an affidavit affirmed on March 13 and sighted by FMT.
On March 5, Mahmud, the group’s deputy chairman and a Cahya Mata director of 30 years standing, filed an originating summons (OS) in the Kuching High Court seeking the right to inspect the books and records of five Cahya Mata subsidiaries.
The subsidiaries involved were Cahya Mata Phosphates Industries Sdn Bhd, Cahya Mata Cement Sdn Bhd, Oiltools International Sdn Bhd, Cahya Mata Oiltools Sdn Bhd and Cahya Mata Professionals Sdn Bhd.
The application was made under Sections 245(4) and (8) of the Companies Act 2016.
Section 245(4) provides that the records shall at all times be open for inspection by the directors.
Section 245(8) states that the court may issue an order allowing an approved company auditor, acting for a director, access to the records, subject to an undertaking given to the court that information acquired during the inspection will not be disclosed except to that director.
In his OS, Mahmud wants the court to order the company to give him or his appointed auditor, accountant or lawyer the right to inspect and make copies of company records within seven days.
Mahmud said on oath that he was prepared to furnish a written undertaking that all information acquired during the inspection will only be disclosed to him.
In his supporting affidavit, he said that he had written to the company on Feb 19 and 27, asking to inspect its records.
Mahmud said that on Feb 28, group chairman Zahidi Zainuddin replied, saying that board approval was required before access is given.
Zahidi also said that an application had to be made to each subsidiary for approval before inspection.
“The restrictions are calculated to delay and/or to deny my right as a director of the company to have absolute access to the accounting and other records of the company and its subsidiaries,” said Mahmud in his affidavit.
He said the company’s conduct was “unlawful” and contravenes Section 245(8) and the company’s constitution.
However, in his affidavit in reply, Sulaiman accused Mahmud of having an “ulterior purpose” in bringing the application.
He claimed Mahmud wanted to allow his lawyer access to documents which will assist the law firm’s other clients in various other cases that they have involving Cahya Mata or its subsidiaries.
“I am advised by Cahya Mata’s advocates and verily believe that since the plaintiff commenced this originating summons against Cahya Mata, he has acted mala fide (in bad faith),” Sulaiman said in his affidavit.
“The accounting and other records of Cahya Mata will cause irreparable harm if it falls into the wrong hands,” he added.
Sulaiman also claims Mahmud’s right to inspect the documents was not absolute, and that Mahmud cannot do so now since he was no longer a director of the five subsidiaries at the time the OS was filed. - FMT
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