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All mention of AREX and websites all removed, what a joke. Only Yahoo articles they cannot remove.
https://finance.yahoo.com/news/announcing-launch-asian-accounts-receivable-123000558.html
https://finance.yahoo.com/news/announcing-launch-asian-accounts-receivable-123000558.html
For_The_Next_Leg ( Date: 26-May-2021 21:30) Posted:
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Relooking into older posts, share price collaspe once deal with Ooway Group was annouced, since they came in, nothing good for the company, all bad news and they are spending Kitchen Culture money like it is theirs. Insane! Lincoln Teo is from Ooway, why is he using KCH money to fight his lawsuit and not Ooway money?? How much have they spent in total on legal fees? Shareholders have a right to know. SGX should investigate these Ooway directors.
Also where is all their so called businesses like AREX, Camel Financial etc?? Blow until so big end up all nothing...
Also where is all their so called businesses like AREX, Camel Financial etc?? Blow until so big end up all nothing...
What a joke, 181k to indemify 2 independent directors and the interim CEO Lincoln Teo for their personal lawsuits. From the annoucement, it seems Ang Lian Kiat and William Teo even owe 26k in Court Orders! Why is the company paying for that on their behalf as well, what a joke. They are really wasting companys money.
Kitchen Culture extends indemnities to directors
KITCHEN Culture is extending indemnities to its directors in relation to a letter of demand sent by former chief executive officer, Lim Wee Li in August 2021.
In a filing after market hours on Friday (Mar 4), the kitchen-equipment provider announced that directors William Teo and Ang Lian Kiat, and chief executive officer Lincoln Teo, will be indemnified out of the company' s assets against any losses and costs from Lim' s letter of demand.
Lim alleged that Teo and Ang' s statements as part of the company' s nominating committee were defamatory and damaged his reputation. Lim also charged that Teo had defamed him and damaged his reputation in statements made while executing his duty as chief executive.
The board approved the indemnity sought by the trio, with Lim abstaining from voting on both matters. Directors Teo and Ang abstained from voting on their matter, and Teo abstained from voting on his.
Kitchen Culture cited Article 172 of the Company' s Constitution, which provides for indemnity out of the company' s assets for directors in the course of executing their duties. The company is obliged to provide the relevant indemnities requested.
Lim has commenced legal proceedings against the trio. The current costs of indemnifying directors Ang and Teo include legal fees and costs of S$86,000, a S$30,000 deposit for their lawyer and S$26,000 payable to Lim in relation to the dismissal of the application and appeal to strike out the lawsuit.
Legal fees and costs for Teo have amounted to S$39,000. In total, S$181,000 has been spent on indemnifying the trio.
As legal proceedings are ongoing, Kitchen Culture is unable to ascertain the financial impact of the indemnities. The company will provide updates on material developments in the lawsuits and the total amount indemnified after the suits have been completed.
Auditor issues disclaimer of opinion for Kitchen Culture' s FY2021 report
KITCHEN Culture' s independent auditor, Nexia TS Public Accounting Corporation, has issued a disclaimer of opinion on the group' s FY2021 financial statements.
Nexia said it has not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the group' s financial statements as at Jun 30, 2021. Thus, it did not express an opinion, the embattled household furniture and accessories distributor said in a bourse filing on Thursday night (Mar 3).
The audit disclaimer of opinion flagged going concern matters 2 Singapore Exchange (SGX) compliance notices the group' s investment in associate company OOWAY Technology as well as the lack of confirmation on the group' s bank balances.
Regarding going concern matters, Nexia noted that Kitchen Culture has suffered recurring losses and negative operating cash flows. The group posted a net loss of S$11.5 million and negative operating cash flows of S$6.6 million for the financial year ended Jun 30. That being said, the group is in a net current assets position, with current assets exceeding its current liabilities by S$4.9 million as at end-June 2021.
Moreover, certain company events which occurred after the financial year-end may have a significant financial and operational impact, Nexia added. These include the group' s former chief executive' s legal actions against the company, its interim CEO and independent directors as well as the group' s troubled subsidiary KHL Marketing Asia-Pacific, which has applied to place itself under judicial management.
KHL Marketing received a statutory demand over alleged rental arrears and a certain creditor also filed a winding-up application against the subsidiary.
" The above events and conditions indicate the existence of material uncertainties that may cast significant doubt on the group' s and the company' s ability to continue as going concerns," Nexia said.
On these points, Kitchen Culture' s board has concluded that the use of the going concern assumption in preparing the financial statements is still appropriate as the net losses incurred were one-time charges and KHL Marketing is undergoing restructuring. The company is also evaluating various options to raise additional working capital.
When it comes to the 2 notices of compliance (NOC) SGX slapped on Kitchen Culture, which involves an internal auditor and special auditor performing audit works, Nexia said it is unable to ascertain whether the outcomes of both audits would have an impact on the group' s business operations.
Nexia is also not able to ascertain if there will be any significant adjustments to Kitchen Culture' s financial statements as the internal auditors review and special audit has yet to be completed.
In the first NOC, the bourse operator required Kitchen Culture to commission its internal auditor to expand the scope of its work to look into breaches or potential breaches of Catalist rules, as well as internal control weaknesses as stated in the internal auditor' s draft interim report.
In the second, SGX asked Kitchen Culture to appoint a special auditor to not only review the matters raised in the first NOC but also review circumstances surrounding unauthorised transactions and suspected payroll irregularities, among other duties.
Another matter of concern by Nexia was the absence of a purchase price allocation exercise on Kitchen Culture' s acquisition of a 30 per cent stake in associated company OOWAY Technology, which involves the determination of the fair value of the investment acquired and the recognition of goodwill or bargain purchase.
Nexia said it was unable to obtain sufficient appropriate audit evidence over matters like valuation and purchase price allocation, the share in net loss of OOWAY, the carrying value of the investment and quantifying any impairment adjustments on the FY2021 financial statements.
The independent auditor also did not receive bank confirmations on Kitchen Culture' s bank balances amounting to S$11,005. This meant it could not quantify possible adjustments and related information required for disclosure which could have a significant impact on fiscal 2021' s financial statements.
Absolute rubbish.. New management from Ooway running the company into the ground.. Been in charge for so many months already and yet no new businesses to show for it. Instead now going for JM, ridiculous. Where are all the new businesses from Big Data and Fintech???
Landlord to oppose Kitchen Culture unit' s judicial management application
KIM Hup Lee & Co will oppose the judicial management application filed by KHL Marketing Asia-Pacific (KHLM), a wholly-owned subsidiary of Kitchen Culture, according to a regulatory filing on Monday (Feb 7).
KHLM had on Jan 13 filed an application in the High Court for an order to place itself under judicial management.
The Kitchen Culture unit had also received a winding up application from Kim Hup Lee, its landlord, on Dec 16, 2021.
It allegedly owes Kim Hup Lee outstanding rental arrears amounting to S$1.8 million for the first, second and third floors of 25 New Industrial Road between 2016 and 2018.
Kim Hup Lee' s solicitors indicated the landlord' s intention to oppose the judicial management application at the pre-trial conference for both judicial management and winding-up applications on Feb 3.
The court has since directed that any creditors of KHLM that oppose the judicial management application must file their affidavit by Feb 17, 4 pm.
Both judicial management and winding-up applications will be heard together. The hearing is fixed on Mar 16.
JUDICIAL MANAGEMENT APPLICATION BY SUBSIDIARY AND UPDATE ON HEARING
OF WINDING UP APPLICATION
The Board wishes to announce that on 13 January 2022, KHLM filed an application before the
General Division of the High Court under section 91 of the Insolvency, Restructuring and
Dissolution Act 2018 for an order to place itself under judicial management (the ' JM
Application' ). A pre-trial conference has been fixed for the JM Application on 3 February 2022
at 2.30pm.
Pursuant to section 95 of the Insolvency, Restructuring and Dissolution Act 2018, during the
period starting on the date on which the JM Application is made, and ending on the date on
which the application is decided by the Court, (i) no order may be made, and no resolution be
passed, for the winding up of KHLM (ii) no step may be taken to enforce any security over any
property of KHLM, or to repossess any goods under the hire-purchase agreement, chattels
leasing agreement or retention of title agreement, except with the leave of the Court and subject
to such terms as the Court may impose (iii) no other proceedings, and no execution or other
legal process shall be commenced or continued, and no distress may be levied against KHLM
or its property, except with leave of the Court and subject to such terms as the Court may
impose (collectively, the ' Moratorium' ).
Accordingly, at the hearing of the Winding Up Application on 14 January 2022, the Court has
directed that in light of the JM Application:
(1) The hearing of the Winding Up Application is to be further adjourned to 18 February 2022
and
(2) A pre-trial conference of the Winding Up Application is to be fixed at the same time as the
pre-trial conference for the JM Application i.e. on 3 February 2022 at 2.30 pm.
In the JM Application, KHLM has proposed the appointment of Messrs Abuthahir Abdul Gafoor
and Yessica Budiman of AAG Corporate Advisory Pte Ltd (' AAG' ) as joint and several judicial
managers to manage the affairs, business and property of KHLM when it is under judicial
management.
KHLM remains committed to continuing its business and intends to work closely with the
nominated judicial managers towards this end, including any suitable options in restructuring
its operational activities and arrangements, subject of course to the views to be taken and
expressed by the judicial managers. The JM Application is therefore made with a view to inter
alia, giving KHLM' s counterparties greater confidence and comfort in their business dealings
with KHLM.
Shareholders are advised that, pursuant to Rule 1303(3)(a) of the Listing Manual Section B:
Rules of Catalist of the SGX-ST (the ' Catalist Rules' ) that the SGX-ST may at any time
suspend trading of the Company&rsquo s shares when an application has been filed with a court to
place its significant subsidiary under judicial management. The trading suspension called on
12 July 2021 in respect of the shares of the Company continues
OF WINDING UP APPLICATION
The Board wishes to announce that on 13 January 2022, KHLM filed an application before the
General Division of the High Court under section 91 of the Insolvency, Restructuring and
Dissolution Act 2018 for an order to place itself under judicial management (the ' JM
Application' ). A pre-trial conference has been fixed for the JM Application on 3 February 2022
at 2.30pm.
Pursuant to section 95 of the Insolvency, Restructuring and Dissolution Act 2018, during the
period starting on the date on which the JM Application is made, and ending on the date on
which the application is decided by the Court, (i) no order may be made, and no resolution be
passed, for the winding up of KHLM (ii) no step may be taken to enforce any security over any
property of KHLM, or to repossess any goods under the hire-purchase agreement, chattels
leasing agreement or retention of title agreement, except with the leave of the Court and subject
to such terms as the Court may impose (iii) no other proceedings, and no execution or other
legal process shall be commenced or continued, and no distress may be levied against KHLM
or its property, except with leave of the Court and subject to such terms as the Court may
impose (collectively, the ' Moratorium' ).
Accordingly, at the hearing of the Winding Up Application on 14 January 2022, the Court has
directed that in light of the JM Application:
(1) The hearing of the Winding Up Application is to be further adjourned to 18 February 2022
and
(2) A pre-trial conference of the Winding Up Application is to be fixed at the same time as the
pre-trial conference for the JM Application i.e. on 3 February 2022 at 2.30 pm.
In the JM Application, KHLM has proposed the appointment of Messrs Abuthahir Abdul Gafoor
and Yessica Budiman of AAG Corporate Advisory Pte Ltd (' AAG' ) as joint and several judicial
managers to manage the affairs, business and property of KHLM when it is under judicial
management.
KHLM remains committed to continuing its business and intends to work closely with the
nominated judicial managers towards this end, including any suitable options in restructuring
its operational activities and arrangements, subject of course to the views to be taken and
expressed by the judicial managers. The JM Application is therefore made with a view to inter
alia, giving KHLM' s counterparties greater confidence and comfort in their business dealings
with KHLM.
Rules of Catalist of the SGX-ST (the ' Catalist Rules' ) that the SGX-ST may at any time
suspend trading of the Company&rsquo s shares when an application has been filed with a court to
place its significant subsidiary under judicial management. The trading suspension called on
12 July 2021 in respect of the shares of the Company continues
The Board of Directors (the &ldquo Board&rdquo ) of Kitchen Culture Holdings Ltd. (the &ldquo Company&rdquo and
together with its subsidiaries, the &ldquo Group&rdquo ) refers to the announcement dated 19 October 2021
in relation to the statutory demand that KHL Marketing Asia-Pacific Pte Ltd (&ldquo KHLM&rdquo ), a wholly-
owned subsidiary of the Company, had received from Kim Hup Lee & Co (Private) Limited
(&ldquo Kim Hup Lee&rdquo ), in respect of alleged outstanding rental arrears for the 1st, 2nd, 3rd floors of 25
New Industrial Road Singapore 536211 (&ldquo Premises&rdquo ) between 2016 and 2018 amounting to
S$1,770,126.57 &ldquo (&ldquo Alleged Rental Arrears&rdquo ).
The Board wishes to announce that on 16 December 2021, KHLM received a letter from Kim
Hup Lee&rsquo s solicitors, LVM Law Chambers LLC, dated 15 December 2021 (together with a copy
of the originating summons and supporting affidavit) in relation to a winding up application filed
by Kim Hup Lee in the General Division of the High Court of the Republic of Singapore on 13
December 2021 to wind up KHLM (&ldquo Winding Up Application&rdquo ).
According to the letter from Kim Hup Lee&rsquo s solicitors, the Winding Up Application against KHLM
is currently fixed for hearing on 14 January 2022.
The Group is currently seeking advice from its solicitors on the next steps to be taken, including
on resisting the Winding Up Application, and will make further announcements on any material
developments, as and when required.
together with its subsidiaries, the &ldquo Group&rdquo ) refers to the announcement dated 19 October 2021
in relation to the statutory demand that KHL Marketing Asia-Pacific Pte Ltd (&ldquo KHLM&rdquo ), a wholly-
owned subsidiary of the Company, had received from Kim Hup Lee & Co (Private) Limited
(&ldquo Kim Hup Lee&rdquo ), in respect of alleged outstanding rental arrears for the 1st, 2nd, 3rd floors of 25
New Industrial Road Singapore 536211 (&ldquo Premises&rdquo ) between 2016 and 2018 amounting to
S$1,770,126.57 &ldquo (&ldquo Alleged Rental Arrears&rdquo ).
The Board wishes to announce that on 16 December 2021, KHLM received a letter from Kim
Hup Lee&rsquo s solicitors, LVM Law Chambers LLC, dated 15 December 2021 (together with a copy
of the originating summons and supporting affidavit) in relation to a winding up application filed
by Kim Hup Lee in the General Division of the High Court of the Republic of Singapore on 13
December 2021 to wind up KHLM (&ldquo Winding Up Application&rdquo ).
According to the letter from Kim Hup Lee&rsquo s solicitors, the Winding Up Application against KHLM
is currently fixed for hearing on 14 January 2022.
The Group is currently seeking advice from its solicitors on the next steps to be taken, including
on resisting the Winding Up Application, and will make further announcements on any material
developments, as and when required.
Kitchen Culture to unwind unapproved payment CAD report lodged against interim CEO
EMBATTLED household furniture and accessories distributor Kitchen Culture Holdings on Wednesday announced that it is unwinding the transfer of US$480,010 by subsidiary KC Technologies to participate in a scheme to provide support to e-commerce merchants.
Kitchen Culture is also unwinding two transactions: an agreement between KC Technologies and Sino Allied (HK) Limited dated June 1, and an undated agreement between the subsidiary and Wisechain Fintech (HK) Limited.
Kitchen Culture had transferred the amount to Sino Allied on June 25.
However, Kitchen Culture disclosed in a bourse filing on Wednesday that " formal board approval was not obtained before execution of the transactions and the transfer" .
" With the benefit of legal advice, the board has deliberated the circumstances surrounding the transactions and the transfer and have resolved to procure KC Technologies to take steps to unwind the transactions and the transfer," the group said.
Further, the board of Kitchen Culture revealed that a report had been lodged with the Commercial Affairs Department (CAD) on Aug 6 against interim chief executive officer Lincoln Teo Choong Han.
The board said it had been informed on Aug 11 by former CEO Lim Wee Li that he had lodged the report against Mr Teo.
Kitchen Culture said the CAD report contained allegations that Mr Teo had carried out the transfer of funds without the requisite approval of the board.
It added that the CAD report was lodged by Mr Lim in his personal capacity as a director of the company.
The board said it has not yet been contacted by the CAD, but will fully cooperate with the relevant authorities if and when needed.
The Catalist-listed Kitchen Culture called for a trading halt on July 7. Its shares last traded at S$0.08.
Endless case. Sian
PhillipTan ( Date: 30-Sep-2021 00:43) Posted:
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Kitchen Culture to unwind unapproved payment CAD report lodged against interim CEO
Embattled household furniture and accessories distributor Kitchen Culture Holdings on Wednesday announced that it is unwinding the transfer of US$480,010 by subsidiary KC Technologies to participate in a scheme to provide support to e-commerce merchants.Kitchen Culture is also unwinding two transactions: an agreement between KC Technologies and Sino Allied (HK) Limited dated June 1, and an undated agreement between the subsidiary and Wisechain Fintech (HK) Limited.
Kitchen Culture had transferred the amount to Sino Allied on June 25.
However, Kitchen Culture disclosed in a bourse filing on Wednesday that " formal board approval was not obtained before execution of the transactions and the transfer" .
" With the benefit of legal advice, the board has deliberated the circumstances surrounding the transactions and the transfer and have resolved to procure KC Technologies to take steps to unwind the transactions and the transfer," the group said.
Further, the board of Kitchen Culture revealed that a report had been lodged with the Commercial Affairs Department (CAD) on Aug 6 against interim chief executive officer Lincoln Teo Choong Han.
The board said it had been informed on Aug 11 by former CEO Lim Wee Li that he had lodged the report against Mr Teo.
Kitchen Culture said the CAD report contained allegations that Mr Teo had carried out the transfer of funds without the requisite approval of the board.
It added that the CAD report was lodged by Mr Lim in his personal capacity as a director of the company.
The board said it has not yet been contacted by the CAD, but will fully cooperate with the relevant authorities if and when needed.
The Catalist-listed Kitchen Culture called for a trading halt on July 7. Its shares last traded at S$0.08.
This ex-CEO deserves to be sacked. A trouble maker who doesnt want to admit his mistake. Wait and see the court deal with him. Good luck
Joelton ( Date: 18-Sep-2021 10:50) Posted:
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Ex-CEO serves Kitchen Culture with writ of summons
KITCHEN Culture Holdings $ Kitchen Culture: 5TI 0% on Friday said it had been served with a writ of summons and a statement of claim on Sept 15 by its former chief executive officer (CEO) Lim Wee Li.
Mr Lim, who was also the executive director and a substantial shareholder of the company, was earlier dismissed from his position over " grave misconduct" affecting the company' s business.
The summons and claim alleges that the company wrongfully terminated his appointment as CEO breached its obligation of mutual trust and confidence owed to him and released defamatory statements referring to him, and refused to retract and apologise for the statements.
The board of directors said it is " of the view that Mr Lim' s claims are without merit" , with the exception of independent director Yap Sze Hon. In July, the board revealed that Mr Yap, who is a member of its nominating committee, had disagreed with the board' s decision to fire Mr Lim.
Kitchen Culture, which is in the business of supplying kitchen equipment, said it has engaged legal counsel and intends to defend itself against the claims.
The company confirmed in July that Mr Lim' s dismissal was based on findings in an interim report from Baker Tilly Consultancy, which had uncovered potential breaches by officers and employees of the company and certain failures of Mr Lim.
Endless internal wars.
PhillipTan ( Date: 18-Sep-2021 02:14) Posted:
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Ex-CEO serves Kitchen Culture with writ of summons
Kitchen Culture Holdings on Friday said it had been served with a writ of summons and a statement of claim on Sept 15 by its former chief executive officer (CEO) Lim Wee Li.Mr Lim, who was also the executive director and a substantial shareholder of the company, was earlier dismissed from his position over " grave misconduct" affecting the company' s business.
The summons and claim alleges that the company wrongfully terminated his appointment as CEO breached its obligation of mutual trust and confidence owed to him and released defamatory statements referring to him, and refused to retract and apologise for the statements.
The board of directors said it is " of the view that Mr Lim' s claims are without merit" , with the exception of independent director Yap Sze Hon. In July, the board revealed that Mr Yap, who is a member of its nominating committee, had disagreed with the board' s decision to fire Mr Lim.
Kitchen Culture, which is in the business of supplying kitchen equipment, said it has engaged legal counsel and intends to defend itself against the claims.
The company confirmed in July that Mr Lim' s dismissal was based on findings in an interim report from Baker Tilly Consultancy, which had uncovered potential breaches by officers and employees of the company and certain failures of Mr Lim.
Catalist-listed Kitchen Culture called for a trading halt on July 7. Its shares last traded at S$0.08.
SGX RegCo orders Kitchen Culture to appoint special auditor
The Singapore Exchange Regulation (SGX RegCo) has directed Kitchen Culture Holdings to appoint an independent special auditor amid recent developments that include unauthorised transactions and suspected payroll irregularities.
In a notice of compliance issued to Kitchen Culture on Thursday (Aug 19) - the second one since July 14 - SGX RegCo said it is aware that the company' s continuing sponsor, SAC Capital Private Limited, has received information which suggests that there could " potentially be concerns" on unauthorised transactions within the company.
Such transactions may not be in the company' s ordinary course of business and may not be supported by proper agreements.
The regulator added that, as disclosed on July 31, Kitchen Culture had lodged a police report with the Commercial Affairs Department in relation to suspected payroll irregularities of around $520,000.
It has directed Kitchen Culture to appoint a suitable independent auditor - as recommended by SAC and approved by SGX RegCo - to review circumstances surrounding the payroll matter as well as the unauthorised transactions and assess if there were other unauthorised transactions in the past year.
The special auditor must also review the group' s internal controls, processes and procedures in relation to due diligence performed on acquisitions and disposals in the past year and review the group' s whistleblowing policies, processes and procedures and advise it on whether they are adequate and effective.
The special auditor must review all whistleblowing reports received by Kitchen Culture and/or its directors, assess whether internal policies, processes and procedures have been adhered to, whether issues brought up by the whistleblower(s) have been " robustly" investigated into by non-conflicted persons and addressed in the process.
Where internal control weaknesses are noted by Baker Tilly Consultancy (from its earlier findings in an interim report) and the special auditor, the special auditor must make recommendations on enhancements to ensure adequacy and effectiveness of the internal controls.
Further, the special auditor must review earlier matters raised in SGX RegCo' s notice of compliance issued on July 14.
The regulator had asked Kitchen Culture' s audit and risk committee to commission an expansion of Baker Tilly' s scope of work to include looking into the circumstances that led to breaches or potential breaches of regulation and to identify the parties responsible.
The special auditor " reports only and directly" to SGX RegCo and SAC.
The Catalist-listed Kitchen Culture called for a trading halt on July 7. Its shares last traded at eight cents.
Kitchen Culture ex-CEO' s defamation claims are ' frivolous and without merit' : board
KITCHEN Culture Holdings on Friday said former chief executive officer (CEO) Lim Wee Li' s recent allegations against the company are " frivolous and without merit" .
The company had on Aug 18 received a letter of demand from Mr Lim alleging that certain statements it made were " defamatory, untrue and have impugned Mr Lim' s character, credit and integrity" .
These statements relate to Kitchen Culture' s response to queries from SGX-ST on July 12, in connection with its July 8 announcement on the cessation of Mr Lim as CEO, it said in a bourse filing.
The board, except for independent director Yap Sze Hon, is of the view that Mr Lim' s allegations are frivolous and without merit.
It has engaged legal counsel to act for the company and to respond to Mr Lim' s lawyers. If Mr Lim chooses to bring a claim against the company, it will " defend itself vigorously" .
On July 8, the company announced that its board had, on the previous day, passed a resolution by a majority of director votes to cease Mr Lim' s employment with immediate effect as the board is of " reasonable opinion" that Mr Lim is in " gross default or grave misconduct" in connection with, or affecting the company' s business.
On July 12, it confirmed that the dismissal of Mr Lim was based on findings in an interim report from Baker Tilly Consultancy.
The review by Baker Tilly was initiated due to the group management' s unsatisfactory response to questions raised by audit committee members at a board meeting in February regarding reasons for the re-allocation and utilisation of proceeds from certain fundraising exercises.
SGX RegCo orders Kitchen Culture to appoint special auditor
THE Singapore Exchange Regulation (SGX RegCo) has directed Kitchen Culture Holdings to appoint an independent special auditor amid recent developments that include unauthorised transactions and suspected payroll irregularities.
In a notice of compliance issued to Kitchen Culture on Thursday - the second one since July 14 - SGX RegCo said it is aware that the company' s continuing sponsor, SAC Capital Private Limited, has received information which suggests that there could " potentially be concerns" on unauthorised transactions within the company.
Such transactions may not be in the company' s ordinary course of business and may not be supported by proper agreements.
The regulator added that, as disclosed on July 31, Kitchen Culture had lodged a police report with the Commercial Affairs Department in relation to suspected payroll irregularities of around S$520,000.
It has directed Kitchen Culture to appoint a suitable independent auditor - as recommended by SAC and approved by SGX RegCo - to review circumstances surrounding the payroll matter, as well as the unauthorised transactions and assess if there were other unauthorised transactions in the past year.
The special auditor must also review the group' s internal controls, processes and procedures in relation to due diligence performed on acquisitions and disposals in the past year and review the group' s whistleblowing policies, processes and procedures and advise it on whether they are adequate and effective.
The special auditor must review all whistleblowing reports received by Kitchen Culture and/or its directors, assess whether internal policies, processes and procedures have been adhered to, whether issues brought up by the whistleblower(s) have been " robustly" investigated into by non-conflicted persons and addressed in the process.
Where internal control weaknesses are noted by Baker Tilly Consultancy (from its earlier findings in an interim report) and the special auditor, the special auditor must make recommendations on enhancements to ensure adequacy and effectiveness of the internal controls.
Further, the special auditor must review earlier matters raised in SGX RegCo' s notice of compliance issued on July 14.
The regulator had asked Kitchen Culture' s audit and risk committee to commission an expansion of Baker Tilly' s scope of work to include looking into the circumstances that led to breaches or potential breaches of regulation and to identify the parties responsible.
The special auditor " reports only and directly" to SGX RegCo and SAC.
Kitchen Culture unit sues ex-CEO and two others over payroll irregularities
A SUBSIDIARY of Kitchen Culture Holdings has sued its former chief executive officer Lim Wee Li and two foreign nationals, Du Kun and Wang Yanchao, to recover S$520,000 from the trio.
The suit was launched before Singapore' s High Court on Tuesday. The subsidiary, KHL Marketing Asia-Pacific, is alleging that Mr Lim had breached his duties to KHL and conspired with Mr Du and Mr Wang to make these payments to them for a wrongful purpose and with no justification, the board of Kitchen Culture said in a bourse filing on Tuesday.
The group, which is in the business of supplying kitchen equipment, had lodged a police report on July 31, 2021, in relation to " suspected payroll irregularities" concerning two former employees, which amounted to about S$520,000.
Kitchen Culture had earlier dismissed Mr Lim over " grave misconduct" affecting the company' s business. This, it said, was due to findings in an interim report from Baker Tilly Consultancy, which had raised questions over potential breaches by officers and employees of the company.