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powers of attorney may contain such provisions for the protection and convenience
of persons dealing with any such attorney as the directors may think fit and may
also authorize any such attorney to delegate all or any of the powers, authorities,
and discretions vested in him.
77.  All cheques, promissory notes, drafts, bills of exchange, and other negotiable
instruments, and all receipts for money paid to the company, shall be signed,
drawn, accepted, endorsed, or otherwise executed, as the case may be, by any
two directors or in such other manner as the directors from time to time
determine.
The directors shall cause minutes to be made--
78.
(a) of all appointments of officers to be engaged in the management of
the company's affairs;
(b) of names of directors present at all meetings of the company and of
the directors; and
(c) of all proceedings at all meetings of the company and of the directors.
The minutes shall be signed by the chairman of the meeting at which the
proceedings were held or by the chairman of the next succeeding meeting.
Proceedings of Directors
79.  The directors may meet together for the despatch of business, adjourn and
otherwise regulate their meetings as they think fit. A director may at any time
and the secretary shall on the requisition of a director summon a meeting of
the directors.
80.  Subject to these regulations questions arising at any meeting of directors
shall be decided by a majority of votes and a determination by a majority of
directors shall for all purposes be deemed a determination of the directors. In
case of an equality of votes the chairman of the meeting shall have a second
or casting vote.
81.  A director shall not vote in respect of any contract or proposed contract
with the company in which he is interested, or any matter arising thereout, and
if he does so vote his vote shall not be counted.
82.  Any director with the approval of the directors may appoint any person
(whether a member of the company or not) to be an alternate or substitute
director in his place during such period as he thinks fit. Any person while he
so holds office as an alternate or substitute director shall be entitled to notice
of meetings of the directors and to attend and vote thereat, accordingly, and
to exercise all the powers of the appointor in his place. An alternate or substitute
director shall not require any share qualification, and shall ipso facto vacate
office if the appointor vacates office as a director or removes the appointee from
office. Any appointment or removal under this regulation shall be effected by
notice in writing under the hand of the director making the same.
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83.  The quorum necessary for the transaction of the business of the directors
may be fixed by the directors, and unless so fixed shall be two.
84.  The continuing directors may act notwithstanding any vacancy in their
body, but if and so long as their number is reduced below the number fixed
by or pursuant to the regulations of the company as the necessary quorum of
directors, the continuing director may act for the purpose of increasing the
number of directors to that number or of summoning a general meeting of the
company, but for no other purpose.
85.  The directors may elect a chairman of their meetings and determine the
period for which he is to hold office; but if no such chairman is elected, or if
at any meeting the chairman is not present within ten minutes after the time
appointed for holding the meeting, the directors present may choose one of their
number to be chairman of the meeting.
86.  The directors may delegate any of their powers to committees consisting
of such member of their body as they think fit; any committee so formed shall
in the exercise of the powers so delegated conform to any regulations that may
be imposed on it by the directors.
87.  A committee may elect a chairman of its meetings; if no such chairman
is elected, or if at any meeting the chairman is not present within ten minutes
after the time appointed for holding the meeting, the members present may
choose one of their number to be chairman of the meeting.
88.  A committee may meet and adjourn as it thinks proper. Questions arising
at any meeting shall be determined by a majority of votes of the members
present, and in the case of an equality of votes the chairman shall have a second
or casting vote.
89.  All acts done by any meeting of the directors or of a committee of
directors or by any person acting as a director shall, notwithstanding that it is
afterwards discovered that there was some defect in the appointment of any
such director or person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly appointed and
was qualified to be a director.
90.  A resolution in writing, signed by all the directors for the time being
entitled to receive notice of a meeting of the directors, shall be as valid and
effectual as if it had been passed at a meeting of the directors duly convened
and held. Any such resolution may consist of several documents in like form,
each signed by one or more directors.
Managing Directors
91.  The directors may from time to time appoint one or more of their body
to the office of managing director for such period and on such terms as they
think fit and, subject to the terms of any agreement entered into in any particular
case, may revoke any such appointment. A director so appointed shall not, while
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holding that office, be subject to retirement by rotation or be taken into account
in determining the rotation of retirement of directors, but his appointment shall
be automatically determined if he ceases from any cause to be a director.
92.  A managing director shall, subject to the terms of any agreement entered
into in any particular case, receive such remuneration (whether by way of
salary, commission, or participation in profits, or partly in one way and partly
in another) as the directors may determine.
93.  The directors may entrust to and confer upon a managing director any of
the powers exercisable by them upon such terms and conditions and with such
restrictions as they may think fit, and either collaterally with or to the exclusion
of their own powers, and may from time to time revoke, withdraw, alter, or vary
all or any of those powers.
Associate Directors
94.  The directors may from time to time appoint any person to be an associate
director and may from time to time cancel any such appointment. The directors
may fix, determine and vary the powers, duties and remuneration of any person
so appointed, but a person so appointed shall not be required to hold any shares
to qualify him for appointment nor have any right to attend or vote at any
meeting of directors except by the invitation and with the consent of the directors.
Secretary
95.  The secretary shall in accordance with the Act be appointed by the directors
for such term, at such remuneration, and upon such conditions as they may think
fit; and any secretary so appointed may be removed by them.
Seal
96.  The directors shall provide for the safe custody of the seal, which shall
only be used by the authority of the directors or of a committee of the directors
authorized by the directors in that behalf, and every instrument to which the
seal is affixed shall be signed by a director and shall be countersigned by the
secretary or by a second director or by some other person appointed by the
directors for the purpose.
Accounts
97.  The directors shall cause proper accounting and other records to be kept
and shall distribute copies of the balance sheets and other documents as required
by the Act and shall from time to time determine whether and to what extent
and at what times and places and under what conditions or regulations the
accounting and other records of the company or any of them shall be open to
the inspection of members not being directors, and no member (not being a
director) shall have any right of inspecting any account or book or paper of the
company except as conferred by statute or authorized by the directors or by the
company in general meeting.
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Dividends and Reserves
98.  The company in general meeting may declare dividends, but no dividend
shall exceed the amount recommended by the directors.
99.  The directors may from time to time pay to the members such interim
dividends as appear to the directors to be justified by the profits of the company.
100.  No dividend shall be paid otherwise than out of profits or shall bear
interest against the company.
101.  The directors may, before recommending any dividend, set aside out of
the profits of the company such sums as they think proper as reserves which
shall, at the discretion of the directors, be applicable for any purpose to which
the profits of the company may be properly applied, and pending any such
application may, at the like discretion, either be employed in the business of
the company or be invested in such investments (other than shares in the
company) as the directors may from time to time think fit. The directors may
also without placing the same to reserve carry forward any profits which they
may think prudent not to divide.
102.  Subject to the rights of persons, if any, entitled to shares with special
rights as to dividend, all dividends shall be declared and paid according to the
amounts paid or credited as paid on the shares in respect whereof the dividend
is paid, but no amount paid or credited as paid on a share in advance of calls
shall be treated for the purposes of this regulation as paid on the share. All
dividends shall be apportioned and paid proportionately to the amounts paid or
credited as paid on the shares during any portion of the period in respect of
which the dividend is paid; but if any share is issued on terms providing that
it shall rank for dividend as from a particular date that share shall rank for
dividend accordingly.
103.  The directors may deduct from any dividend payable to any member all
sums of money, if any, presently payable by him to the company on account
of calls or otherwise in relation to the shares of the company.
104.  Any general meeting declaring a dividend or bonus may direct payment
of the dividend or bonus wholly or partly by the distribution of specific assets
and in particular of paid-up shares, debenture stock of any other company or
in any one or more of those ways and the directors shall give effect to the
resolution, and where any difficulty arises in regard to the distribution, the
directors may settle the same as they think expedient, and fix the value for
distribution of the specific assets or any part thereof and may determine that
cash payments shall be made to any members upon the footing of the value so
fixed in order to adjust the right of all parties, and may vest any such specific
assets in trustees as may seem expedient to the directors.
105.  Any dividend, interest, or other money payable in cash in respect of
shares may be paid by cheque or warrant sent through the post directed to the
registered address of the holder or, in the case of joint holders, to the registered
address of that one of the joint holders who is first named on the register of
members or to such person and to such address as the holder or joint holders
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may in writing direct. Every such cheque or warrant shall be made payable to
the order of the person to whom it is sent. Any one of two or more joint holders
may give effectual receipts for any dividends, bonuses, or other money payable
in respect of the shares held by them as joint holders.
Capitalization of Profits
106.  The company in general meeting may, upon the recommendation of the
directors, resolve that it is desirable to capitalize any part of the amount for
the time being standing to the credit of any of the company's reserve accounts
or to the credit of the profit and loss account or otherwise available for distribution,
and accordingly that the sum be set free for distribution amongst the members
who would have been entitled thereto if distributed by way of dividend and in
the same proportions on condition that the same be not paid in cash but be
applied either in or towards paying up any amounts for the time being unpaid
on any shares held by those members respectively or paying up in full unissued
shares or debentures of the company to be allotted and distributed, credited as
fully paid up to and amongst the members in the proportion aforesaid, or partly
in the one way and partly in the other, and the directors shall give effect to such
resolution. A share premium account and a capital redemption reserve may, for
the purposes of this regulation, be applied only in the paying up of unissued
shares to be issued to members of the company as fully paid bonus shares.
107.  Whenever such a resolution as aforesaid shall have been passed the
directors shall make all appropriations and applications of the undivided profits
resolved to be capitalized thereby, and all allotments and issues of fully paid
shares or debentures, if any, and generally shall do all acts and things required
to give effect thereto, with full power to the directors to make such provision
by the issue of fractional certificates or by payment in cash or otherwise as they
think fit for the case of shares or debentures becoming distributable in fractions,
and also to authorize any person to enter on behalf of all the members entitled
thereto into an agreement with the company providing for the allotment to them
respectively, credited as fully paid up, of any further shares or debentures to
which they may be entitled upon the capitalization, or (as the case may require)
for the payment up by the company on their behalf, by the application thereto
of their respective proportions of the profits resolved to be capitalized, of the
amounts or any part of the amounts remaining unpaid on their existing shares,
and any agreement made under such authority shall be effective and binding
on all such members.
Notices
108.  A notice may be given by the company to any member either personally
or by sending it by post to him at his registered address, or (if he has no
registered address within Malaysia) to the address, if any, within Malaysia
supplied by him to the company for the giving of notices to him. Where a notice
is sent by post, service of the notice shall be deemed to be effected by properly
addressing, prepaying, and posting a letter containing the notice, and to have
been effected in the case of a notice of a meeting on the day after the date of
its posting, and in any other case at the time at which the letter would be
delivered in the ordinary course of post.
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109.  A notice may be given by the company to the joint holders of a share
by giving the notice to the joint holder first named in the register of members
in respect of the share.
110.  A notice may be given by the company to the persons entitled to a share
in consequence of the death or bankruptcy of a member by sending it through
the post in a prepaid letter addressed to them by name, or by the title of
representatives of the deceased, or assignee of the bankrupt, or by any like
description, at the address, if any, within Malaysia supplied for the purpose by
the persons claiming to be so entitled, or (until such an address has been so
supplied) by giving the notice in any manner in which the same might have been
given if the death or bankruptcy had not occurred.
111. (1) Notice of every general meeting shall be given in any manner hereinbefore
authorized to--
(a) every member;
(b) every person entitled to a share in consequence of the death or bankruptcy
of a member who, but for his death or bankruptcy, would be entitled
to receive notice of the meeting; and
(c) the auditor for the time being of the company.
(2)
No other person shall be entitled to receive notices of general meetings.
Winding Up
112.  If the company is wound up the liquidator may, with the sanction of a
special resolution of the company, divide amongst the members in kind the
whole or any part of the assets of the company (whether they consist of property
of the same kind or not) and may for that purpose set such value as he deems
fair upon any property to be divided as aforesaid and may determine how the
division shall be carried out as between the members or different classes of
members. The liquidator may, with the like sanction, vest the whole or any part
of any such assets in trustees upon such trusts for the benefit of the contributories
as the liquidator, with the like sanction, thinks fit, but so that no member shall
be compelled to accept any shares or other securities whereon there is any
liability.
Indemnity
113.  Every director, managing director, agent, auditor, secretary, and other
officer for the time being of the company shall be indemnified out of the assets
of the company against any liability incurred by him in defending any proceedings,
whether civil or criminal, in which judgment is given in his favour or in which
he is acquitted or in connection with any application under the Act in which
relief is granted to him by the Court in respect of any negligence, default,
breach of duty or breach of trust.
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FIFTH SCHEDULE
[Section 39]
PROSPECTUS
PART I
Matters to be Stated
1.  The number of founders or management or deferred shares, if any, and the
nature and extent of the interest of the holders of those shares in the property
and profits of the company.
2.  The number of shares, if any, fixed by the articles as the qualification of
a director, and any provision in the articles as to the remuneration of the
directors.
3.  The names, descriptions, and addresses of all the directors or proposed
directors.
Where the prospectus relates to shares, particulars as to--
4.
(a) the minimum amount which, in the opinion of the directors, must be
raised by the issue of those shares in order to provide the sums, or,
if any part thereof is to be defrayed in any other manner, the balance
of the sums, required to be provided in respect of each of--
(i) the purchase price of any property purchased or to be purchased
which is to be defrayed in whole or in part out of the proceeds
of the issue;
(ii) any preliminary expenses
payable by the company, and any
commission so payable to
any person in consideration of his
agreeing to subscribe for,
or of his procuring or agreeing to
procure subscriptions for,
any shares in the company;
(iii) the repayment of any money borrowed by the company in
respect of any of the foregoing matters; and
(b) the amounts to be provided in respect of the matters aforesaid otherwise
than out of the proceeds of the issue and the sources out of which
those amounts are to be provided.
5.  The nature of the company's business and the names of all corporations
which are by virtue of section 6 deemed to be related to the company.
The time of the opening of the subscription lists.
6.
7.  The amount payable on application and allotment on each share or where
that amount may vary during the currency of the offer, the basis of calculation
of the amount so payable and, in the case of a second or subsequent offer of
shares, the number, description and amount offered for subscription on each
previous allotment made within the two preceding years, the number actually
allotted, and the amount, if any, paid on the shares so allotted.
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8.  The number, description, and amount of any shares in or debentures of the
company which any person has, or is entitled to be given, an option to subscribe
for, together with the following particulars of the option:
(a) the period during which it is exercisable;
(b) the price to be paid for shares or debentures subscribed for under it;
(c) the consideration, if any, given or to be given for it or for the right
to it; and
(d) the names and addresses of the persons to whom it or the right to it
was given or, if given to existing shareholders or debenture holders
as such, the relevant shares or debentures.
9.  The number and amount of shares and debentures which within the two
preceding years have been issued, or agreed to be issued, as fully or partly paid
up otherwise than in cash, and in the latter case the extent to which they are
so paid up, and in either case the consideration for which those shares or
debentures have been issued or are proposed or intended to be issued.
(1) With respect to any property to which this paragraph applies--
10.
(a) the names and addresses of the vendors;
(b) the amount payable in cash, shares, or debentures to the vendor and,
where there is more than one separate vendor, or the corporation is
a sub-purchaser, the amount so payable to each vendor; and
(c) short particulars of any transaction relating to the property completed
within the two preceding years in which any vendor of the property
to the corporation or any person who is, or was at the time of the
transaction, a promoter or a director or proposed director of the
corporation had any interest, direct or indirect.
(2) The property to which this paragraph applies is property purchased or
acquired by the corporation or by any subsidiary of the corporation or proposed
so to be purchased or acquired, which is to be paid for wholly or partly out
of the proceeds of the issue offered for subscription by the prospectus or the
purchase or acquisition of which has not been completed at the date of the issue
of the prospectus, other than property the contract for the purchase or acquisition
whereof was entered into in the ordinary course of the corporation's or the
subsidiary's business, the contract not being made in contemplation of the issue
nor the issue in consequence of the contract.
11.  The amount, if any, paid or payable as purchase money in cash, shares,
or debentures for any property to which the last preceding paragraph applies,
specifying the amount, if any, payable for goodwill.
12.  The amount, if any, paid within the two preceding years, or payable, as
commission (but not including commission to sub-underwriters) for subscribing
or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for
any shares in or debentures of the corporation, or the rate of any such commission,
and the names of any directors or promoters or experts or proposed directors
who are entitled to receive any such commission and the amount or rate thereof.
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13.  The amount or estimated amount of preliminary expenses and the persons
by whom any of these expenses have been paid or are payable, and the amount
or estimated amount of the expenses of the issue and the persons by whom any
of those expenses have been paid or are payable.
14.  Any amount or benefit paid or given within the two preceding years or
intended to be paid or given to any promoter, and the consideration for the
payment or the giving of the benefit.
15.  The dates of, parties to, and general nature of every material contract, not
being a contract entered into in the ordinary course of the business carried on
or intended to be carried on by the corporation or a contract entered into more
than two years before the date of issue of the prospectus.
The names and addresses of the auditors of the corporation.
16.
17.  Full particulars of the nature and extent of the interest, direct or indirect,
if any, of every director and of every expert in the promotion of, or in the
property proposed to be acquired by, the corporation, or, where the interest of
such a director or such an expert consists in being a partner in a firm or a holder
of shares or debentures in a corporation the nature and extent of the interest
of the firm, or corporation, and where the interest of such a director or such
an expert consists in a holding of shares or debentures in a corporation a
statement of the nature and extent of the interest of the director or expert in
the corporation, with a statement of all sums paid or agreed to be paid to him
or to the firm in cash or shares or otherwise by any person in the case of a
director either to induce him to become, or to qualify him as, a director, or
otherwise for services rendered by him or by the firm or corporation in connection
with the promotion or formation of the corporation or (in the case of an expert)
for services rendered by him or the firm or corporation in connection with the
promotion or formation of the corporation. For the purposes of this paragraph
a director or expert shall be deemed to have an indirect interest in a corporation
if he has any beneficial interest in shares or debentures of a corporation which
has an interest in the promotion of, or in the property proposed to be acquired
by the corporation or if he has any beneficial interest in shares or debentures
in a corporation which is by virture of section 6 deemed to be related to that
first mentioned corporation.
18.  Where the prospectus relates to shares, if the share capital of the corporation
is divided into different classes of shares, the right of voting at meetings of the
corporation conferred by, and the rights in respect of capital and dividends
attached to, the several classes of shares respectively.
19.  In the case of a corporation which has been carrying on business, or of
a business which has been carried on, for less than three years, the length of
time during which the business of the corporation or the business to be acquired,
as the case may be, has been carried on.
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PART II
Reports to be Set Out
20. (1) A report by an approved company auditor, who shall be named in the
prospectus with respect to--
(a) profits and losses and assets and liabilities of the corporation and of
any guarantor corporation referred to in the prospectus, in accordance
with subparagraph (2) or (3), as the case requires; and
(b) the rates of the dividends, if any, paid by the corporation in respect
of each class of shares in respect of each of the five financial years
immediately preceding the issue of the prospectus, giving particulars
of each such class of shares on which those dividends have been paid
and particulars of the cases in which no dividends have been paid in
respect of any class of shares in respect of any of those years,
and, if no accounts have been made up in respect of any part of the period of
five years ending on a date three months before the issue of the prospectus,
containing a statement of that fact.
(2) If the corporation or the guarantor corporations have no subsidiaries, the
report shall--
(a) so far as regards profits and losses, deal with the profits or losses of
the corporation and of the guarantor corporations referred to in the
prospectus in respect of each of the five financial years immediately
preceding the last date to which the accounts of the corporation or
the guarantor corporations were made up; and
(b) so far as regards assets and liabilities, deal with the assets and liabilities
of the corporation and of the guarantor corporations referred to in the
prospectus at the last date to which the accounts of the corporation
and the guarantor corporations were made up,
which date shall in no case be more than six months before the issue of the
prospectus.
(3) If the corporation or the guarantor corporations have subsidiaries, the
report shall--
(a) so far as regards profits and losses--
(i) deal as aforesaid separately with the corporation's and the
guarantor corporations' (other than subsidiaries) profits or losses
as provided by subparagraph (2) and in addition deal as aforesaid
either--
(A) as a whole with the combined profits or losses of their
subsidiaries; or
(B) individually with the profits or losses of each subsidiary;
or
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(ii) deal as aforesaid as a whole with the profits or losses of the
corporation and of the guarantor corporations and with the
combined profits or losses of their subsidiaries;
(b) so far as regards assets and liabilities, deal as aforesaid separately
with the corporation's and the guarantor corporations' (other than
subsidiaries) assets and liabilities as provided by subparagraph (2),
and in addition deal as aforesaid either--
(i) as a whole with the combined assets and liabilities of its or
their subsidiaries, with or without the corporation's assets and
liabilities; or
(ii) individually with the assets and liabilities of each subsidiary,
and shall indicate as respects the profits or losses and assets and liabilities of
the subsidiaries the allowance to be made for persons other than members of
the corporation.
(4) If the prospectus relates to shares in or debentures of a borrowing corporation
the report shall state separately estimates of the amounts of moneys owing and
payable to the corporation and the amounts of all liabilities payable by the
borrowing corporation--
(a) not later than two years;
(b) later than two years but not later than five years; and
(c) later than five years,
calculated from the last date to which the accounts of the borrowing corporation
were made up.
21.  If the proceeds, or any part of the proceeds, of the issue of the shares or
debentures are to be applied directly or indirectly in the purchase of any business,
a report by an approved company auditor (who shall be named in the prospectus)
with respect to--
(a) the profits or losses of the business in respect of each of the five
financial years immediately preceding the last date to which the accounts
of the business were made up; and
(b) the assets and liabilities of the business at the last date to which the
accounts of the business were made up,
which date shall in no case be more than six months before the issue of the
prospectus.
22. (1) If--
(a) the proceeds, or any part of the proceeds, of the issue of the shares
or debentures are to be applied directly or indirectly in any manner
resulting in the acquisition by the corporation of shares in any other
corporation; and
(b) by reason of that acquisition or anything to be done in consequence
thereof or in connection therewith that corporation will become a
subsidiary of the corporation,
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a report by an approved company auditor (who shall be named in the prospectus)
with respect to--
(c) the profits or losses of the other corporation in respect of each of the
five financial years immediately preceding the last date to which the
accounts of the corporation were made up; and
(d) the assets and liabilities of the other corporation at the last date to
which the accounts of the corporation were made up,
which date shall in no case be more than six months before the issue of the
prospectus.
(2) The report shall--
(a) indicate how the profits or losses of the other corporation dealt with
by the report would, in respect of the shares to be acquired, have
concerned members of the corporation and what allowance would
have fallen to be made, in relation to assets and liabilities so dealt
with, for holders of other shares, if the corporation had at all material
times held the shares to be acquired; and
(b) where the other corporation has subsidiaries, deal with the profits or
losses and the assets and liabilities of the corporation and its subsidiaries
in the manner provided by paragraph 20 (3) in relation to the corporation
and its subsidiaries.
23.  A report by the directors as to whether after due inquiry by them in relation
to the interval between the date to which the last accounts have been made up
and a date not earlier than fourteen days before the issue of the prospectus--
(a) the business of the corporation and its subsidiaries has in their opinion
been satisfactorily maintained;
(b) there have in their opinion arisen since the last annual general meeting
of the corporation any circumstances adversely affecting the trading
or the value of the assets of the corporation or any of its subsidiaries;
(c) the current assets of the corporation and of its subsidiaries appear in
the books at values which are believed to be realizable in the ordinary
course of business;
(d) there are any contingent liabilities by reason of any guarantees given
by the corporation or any of its subsidiaries; or
(e) there are, since the last annual report, any changes in published reserves
or any unusual factors affecting the profit of the corporation and its
subsidiaries,
and where any report is required pursuant to this paragraph it shall contain full
details of all matters required to be dealt with in the report.
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PART III
Provisions Applying to Parts I and II of this Schedule
24.  Paragraphs 2, 13 (so far as it relates to preliminary expenses) and 17 shall
not apply in the case of a prospectus issued more than two years after the date
at which the company is entitled to commence business.
25.  Every person shall for the purposes of this Schedule be deemed to be a
vendor who has entered into any contract, absolute or conditional, for the sale
or purchase, or for any option of purchase, of any property to be acquired by
the corporation in any case where--
(a) the purchase money is not fully paid at the date of the issue of the
prospectus;
(b) the purchase money is to be paid or satisfied wholly or in part out
of the proceeds of the issue offered for subscription by the prospectus;
or
(c) the contract depends for its validity or fulfilment on the result of that
issue.
26.  Where any property to be acquired by the corporation is to be taken on
lease this Schedule shall have effect as if the expression "vendor" includes the
lessor, and the expression "purchase money" included the consideration for the
lease, and the expression "sub-purchaser" included a sub-lessee.
27.  References in paragraph 8 to an option to subscribe for shares or debentures
shall include an option to acquire them from a person to whom they have been
allotted or agreed to be allotted with a view to his offering them for sale, but
shall not include an option to subscribe for or acquire shares pursuant to a bona
fide underwriting or sub-underwriting agreement.
28.  For the purposes of paragraph 10 where the vendors or any of them are
a firm, the members of the firm shall not be treated as separate vendors.
29.  If in the case of a corporation which has been carrying on business, or
of a business which has been carried on, for less than five years, the accounts
of the corporation or business have only been made up in respect of four years,
three years, two years, or one year, Part II of this Schedule shall have effect
as if references to four years, three years, two years, or one year, as the case
may be, were substituted for references to five years.
30.  The expression "financial year" in Part II of this Schedule means the year
in respect of which the accounts of the corporation or of the business, as the
case may be, are made up, and where by reason of any alteration of the date
on which the financial year of the corporation or business terminates the accounts
of the corporation or business have been made up for a period greater or less
than a year, that greater or less period shall, for the purposes of that Part of
this Schedule, be deemed to be a financial year.
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31.  Any report required by Part II of this Schedule shall either indicate by
way of note any adjustments as respects the figures of any profits or losses or
assets and liabilities dealt with by the report which appear to the persons making
the report necessary or shall make those adjustments and indicate that adjustments
have been made.
PART IV
Additional Matters to be Included in Prospectus Relating
to Invitation to the Public to Deposit Money with or
Lend Money to a Corporation
Where subsection 38(4) applies there shall be included--
32.
(a) a statement to the effect that the repayment of all moneys that have
been or may be deposited with or lent to the corporation in response
to the invitation is secured by a first charge given to the trustee for
the holders of the debentures to be issued in relation to the deposit
or loan over land vested in the corporation or in any of its guarantor
corporations and that the charge has been duly registered, or is a
registrable mortgage which has been lodged for registration, in accordance
with the law relating to the registration of land charges in the place
where the land is situated and that the aggregate amount of the moneys
and of all other liabilities, if any, secured by the charge over that land
ranking pari passu with the liability to repay those moneys does not
exceed sixty per centum of the value of the corporation's interest in
that land as shown in the valuation included in the prospectus; and
(b) a copy of a written valuation of the corporation's interest in the land
so mortgaged showing the nature and extent of the corporation's
interest made not more than six months before the date of the prospectus
by a person competent and qualified to make the valuation in the place
where the land is situated who is not an officer or employee of the
corporation or of any of its guarantor corporations or of any corporation
that by virtue of section 6 is deemed to be related to either the first-
mentioned corporation or any of its guarantor corporations.
33. (1) Where subsection 38(5) applies there shall be included--
(a) a statement to the effect--
(i) that the repayment of all moneys that have been or may be
deposited with or lent to the corporation in response to the
invitation has been secured by a charge in favour of the trustee
for the holders of the debentures over the whole or any part
of the tangible assets of the corporation and of its guarantor
corporations or of any of them; and
(ii) that having regard to the particulars in the summary made in
accordance with subparagraph (1) (b) the tangible assets secured
by the charge are sufficient and are reasonably likely to be
sufficient to meet the liability for the repayment of all such
moneys and all other liabilities ranking in priority thereto or
pari passu therewith that have been or may be incurred; and
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(b) a summary made by the approved company auditor who has made for
inclusion in the prospectus the report required by Part II of this Schedule
with respect to the assets and liabilities of the borrowing corporation
showing in tabular form the aggregate values (based upon the amounts
as disclosed in the statements of the assets and liabilities of the
borrowing corporation and its guarantor corporations which have been
prepared for the purposes of paragraphs 20 and 31) of the tangible
assets of the borrowing corporation and of its guarantor corporations
which have been charged to secure the repayment of all moneys referred
to in subparagraph (1)(a)(i), after making such adjustments as are proper
to give a true and fair view of the tangible assets, available as security
for the charge and, in particular, after making adjustments--
(i) to exclude from those aggregate values such part of the value
of any shares in or advances to a corporation as is reflected
in or depends upon the tangible assets of that corporation which
are otherwise included in the summary;
(ii) to exclude from those aggregate values such part of the value
of any shares in a corporation which is by virtue of section 6
deemed to be related to the borrowing corporation or the guarantor
corporation (as the case requires) as is properly attributable to
intangible assets of that first-mentioned corporation; and
(iii) to add to those aggregate values the amount to be raised under
the prospectus including the maximum amount of over-
subscriptions which the prospectus in accordance with section
41 specifies may be retained.
(2) In the summary the approved company auditor--
(a) shall show the amounts outstanding out of the aggregate amounts
borrowed respectively by the borrowing corporation and by its guarantor
corporations distinguishing between those which will rank for
repayment in priority to the proposed issue and those which will rank
pari passu with that proposed issue;
(b) shall state by way of note or otherwise the total amount of the values
of intangible assets excluded in making the adjustments required under
subparagraph (1)(b)(ii);
(c) may, where a corporation has given a charge over its assets to secure
a liability the amount of which may vary from time to time, take into
account the actual amount of the liability as at the date at which the
summary is made up but (in that event) shall show by way of note
the further amount which may be advanced under that charge;
(d) may explain or qualify by way of note or otherwise any of the matters
set out in the summary; and
(e) shall disclose by way of note or otherwise the amount of advances
by the borrowing corporation to any corporation which is by virtue
of section 6 deemed to be related to the borrowing corporation
distinguishing between advances which are secured and advances which
are unsecured.
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In every prospectus which relates to debentures there shall be included--
34.
(a) particulars of the limitations on the amount that the corporation may
borrow;
(b) a statement as to the amount of subscriptions that are being sought;
(c) a statement as to whether or not the corporation reserves the right to
accept or retain over-subscriptions and, if the corporation reserves such
a right, the limit on the right so reserved expressed as a sum of money;
and
(d) where applicable, a statement as to whether or not the corporation has
any right to create additional charges over any of the assets charged
to secure the repayment of the deposits or loans which will rank in
priority to or pari passu with that charge and if there is such a right
particulars of its nature and extent.
FIFTH SCHEDULE--A
[Section 39A]
(Deleted by Act A1081)
SIXTH SCHEDULE
[Section 51]
STATEMENT IN LIEU OF PROSPECTUS
PART I
Statement in Lieu of Prospectus lodged for Registration
by [insert name of the company]
The nominal share capital of the company
RM
Divided into
Shares of RM
each: RM
Shares of RM
each: RM
Shares of RM
each: RM
Amount, if any, of above capital which
Shares of RM
each: RM
consists of redeemable preference shares
The date on or before which these shares are,
or are liable, to be redeemed
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Names, descriptions, and addresses of
directors or proposed directors
If the share capital of the company is divided
into different classes of shares, the right of
v o t i n g at meetings of the company
conferred by, and the rights in respect of
capital and dividends attached to, the several
classes of shares respectively
Number and amount of shares and debentures 1.
shares of RM
fully paid
issued within the two years preceding
the date of this statement or proposed
2.
shares upon which RM per
or agreed to be issued as fully or partly
share credited as paid
paid up otherwise than in cash
3.
debentures RM
The consideration for the issue or intended
issue of those shares and debentures
4.
Consideration:
Number, description, and amount of any
1.
shares of RM and
shares or debentures which any person
debentures
of RM has or is entitled to be given an
option to subscribe for, or to acquire
from a person to whom they have been
allotted or agreed to be allotted with a
view to his offering them for sale
Period during which option is exercisable
2.
Until
Price to be paid for shares or debentures
3.
RM
subscribed for or acquired under option
Consideration for option or right to option
4.
Consideration:
Persons to whom option or right to option
5.
Names and addresses
was given or, if given to existing
shareholders or debenture holders as
such, the relevant shares or debentures
Names and addresses of vendors of property
purchased or acquired, or proposed to be
purchased  or acquired by the company
except where the contract for its purchase
or acquisition was entered into in the
ordinary course of the business intended to
be carried on by the company or the amount
of the  purchase money is not material
Amount (in cash, shares, or debentures)
payable to each separate vendor
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Amount, if any, paid or payable (in cash or
Total purchase price RM
shares or debentures) for any such
property, specifying amount, if any, paid
or payable for goodwill
Cash
RM
Shares
RM
Debentures
RM
Goodwill
RM
Short particulars of any transaction relating to
any such property which was completed
within the two preceding years and in which
any vendor to the company or any person
who is, or was at the time thereof, a
promoter, director, or proposed director of
the company had any interest direct or
indirect
Amount, if any, paid or payable as
Amount paid: RM
commission for subscribing or agreeing
Amount payable: RM
to subscribe or procuring or agreeing
to procure subscriptions for any shares
or debentures in the company; or
Rate of the commission
per cent
Amount or rate of brokerage
The number of shares, if any, which persons
have agreed for a commission to subscribe
absolutely
Amount or estimated amount of preliminary
RM
expenses
By whom those expenses have been paid or
are payable
Amount paid or intended to be paid to any
Name of promoter:
promoter
Amount: RM
Consideration for the payment
Consideration:
Any other benefit given or intended to be
Name of promoter:
given to any promoter
Nature and value of benefit:
Consideration for giving of benefit
Consideration:
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Dates of, parties to, and general nature of every
material contract (other than contracts
entered into in the ordinary course of the
business intended to be carried on by the
company or entered into more than two years
before the delivery of this statement)
Time and place at which the contracts or copies
thereof or (1) in the case of a contract not
reduced into writing, a memorandum giving
full particulars thereof, and (2) in the case
of a contract wholly or partly in a language
other than the national language or English
a copy of a certified translation thereof in
t h e national language or English or
embodying a translation in the national
language or English of the parts in a language
other than the national language or English,
as the case may be, may be inspected
Names and addresses of the auditors of the
company
Full particulars of the nature and extent of the
interest, direct or indirect, of every director
and of every expert, in the promotion of or
in the property proposed to be acquired by
the company, or, where the interest of such
a director or expert consists in being a
partner in a firm or a holder of shares or
debentures in a corporation, the nature and
e x t e n t of the interest of the firm or
corporation and where the interest of such
a director or such an expert consists in a
h o l d i n g of shares or debentures in a
corporation, a statement of the nature and
extent of the interest of the director or expert
in the corporation, with a statement of all
sums paid or agreed to be paid to him or
to the firm or corporation in cash or shares,
or otherwise, by any person (in the case of
a director) either to induce him to become,
or to qualify him as, a director, or otherwise
for service rendered by him or by the firm
o r corporation in connection with the
promotion or formation of the company
(in the case of an expert) for services
rendered by him or the firm or corporation
i n connection with the promotion or
formation of the company. For the purposes
of this paragraph a director or expert
s h a l l be deemed to have an indirect
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interest in a corporation if he has any
beneficial interest in shares or debentures
of a corporation which has an interest in
the promotion of, or in the property proposed
to be acquired by the company or if he has
a beneficial interest in shares or debentures
in a corporation which is by virtue of section
6 deemed to be related to that first mentioned
corporation
And also, in the case of a statement to be lodged
by a private company on becoming a public
company, the following items--
Rates of the dividends, if any, paid by the
company in respect of each class of shares
in the company in each of the five financial
years immediately preceding the date of this
statement or since the incorporation of the
company, whichever period is the shorter
Particulars of the cases in which no dividends
have been paid in respect of any class of
shares in any of these years
PART II
Reports to be Set Out
1.  Where it is proposed to acquire a business, a report by an approved company
auditor (who shall be named in the statement) with respect to--
(a) the profits or losses of the business in respect of each of the five financial
years immediately preceding the lodging of the statement with the
Registrar; and
(b) the assets and liabilities of the business at the last date to which the
accounts of the business were made up.
2. (1) Where it is proposed to acquire shares in a corporation which by reason
of the acquisition or anything to be done in consequence thereof or in connection
therewith will become a subsidiary of the company, a report by an approved
company auditor (who shall be named in the statement) with respect to the profits
and losses and assets and liabilities of the other corporation in accordance with
subparagraph (2) or (3), as the case requires, indicating how the profits or losses
of the other corporation dealt with by the report would, in respect of the shares
to be acquired, have concerned members of the company, and what allowance
would have fallen to be made, in relation to assets and liabilities so dealt with,
for holders of other shares, if the company had at all material times held the
shares to be acquired.
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(2) If the other corporation has no subsidiaries, the report referred to in
subparagraph (1) shall--
(a) so far as regards profits and losses, deal with the profits or losses of
the other corporation in respect of each of the five financial years
immediately preceding the delivery of the statement to the Registrar;
and
(b) so far as regards assets and liabilities, deal with the assets and liabilities
of the other corporation at the last date to which the accounts of the
corporation were made up.
(3) If the other corporation has subsidiaries, the report referred to in
subparagraph (1) shall--
(a) so far as regards profits and losses, deal separately with the other
corporation's profits or losses as provided by subparagraph (2), and
in addition deal as aforesaid either--
(i) as a whole with the combined profits or losses of its subsidiaries;
or
(ii) individually with the profits or losses of each subsidiary, or,
instead of dealing separately with the other corporation's profits
or losses, deal as aforesaid as a whole with the profits or losses
of the other corporation and with the combined profits or losses
of its subsidiaries; and
(b) so far as regards assets and liabilities, deal separately with the other
corporation's assets and liabilities as provided by subparagraph (2),
and, in addition, deal as aforesaid either--
(i) as a whole with the combined assets and liabilities of its
subsidiaries, with or without the other corporation's assets and
liabilities; or
(ii) individually with the assets and liabilities of each subsidiary,
and shall indicate as respects the profits or losses and the assets and liabilities
of the subsidiaries the allowance to be made for persons other than members
of the company.
NOTE--Where a company is not required to furnish any of the reports referred
to in this Part, a statement to that effect giving the reasons therefor should be
furnished.
(Signatures of the persons above-named as directors
or proposed
directors or of their agents authorized
in writing)
Date:
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PART Ill
Provisions Applying to Parts I and II of this Schedule
3.  In this Schedule the expression "vendor" includes any person who is a vendor
for the purposes of the Fifth Schedule, and the expression "financial year" has
the meaning assigned to it in Part III of that Schedule.
4.  If in the case of a business which has been carried on, or of a corporation
which has been carrying on business, for less than five years, the accounts of
the business or corporation have only been made up in respect of four years,
three years, two years, or one year, Part II of this Schedule shall have effect
as if references to four years, three years, two years, or one year, as the case
may be, were substituted for references to five years.
5.  Any report required by Part II of this Schedule shall either indicate by way
of note any adjustments as respects the figures of any profits or losses or assets
and liabilities dealt with by the report which appear to the persons making the
report necessary or shall make those adjustments and indicate that adjustments
have been made.
SEVENTH SCHEDULE
[Section 90]
STATEMENT REQUIRED PURSUANT TO DIVISION 5 OF PART IV
PART I
Matters Required to be Stated in Statement
The date of the statement.
1.
The date of and parties to the deed referred to in section 91.
2.
3.  The date of and parties to any deed or instrument by which any of the
provisions of the approved deed relating to the interest has been amended or
abrogated.
4.  The name of the trustee or representative under any such deed and the
address of the trustee's or representative's registered office.
5.  A summary of the provisions of the deed regulating the retirement, removal
and replacement of the trustee or representative.
The name of the management company and the address of its registered office.
6.
7.  The names, descriptions, and addresses of all the directors of the management
company.
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473
8.  A summary of the provisions of the deed regulating the retirement, removal
and replacement of the management company.
9.  The name and address of the auditor of the accounts relating to interests
under the deed.
10.  A summary of the provisions of the deed regulating the appointment,
retirement, removal and replacement of such auditor.
11.  The duration, if ascertainable, of the undertaking, scheme, enterprise or
investment contract to which the deed relates or if the duration is not ascertainable,
that fact.
12.  Full particulars with respect to the termination or winding up of the
undertaking, scheme, enterprise or investment contract.
13.  Such particulars as are sufficient to disclose the true nature of the under
taking, scheme, enterprise or investment contract in respect of which the interest
is to be issued or offered to the public for subscription or purchase and the general
nature of the property to which the interest relates.
14.  The nature of the interest to be so issued or offered and of any units or
sub-units into which the interest is divided and the rights in relation thereto of
the persons who become the holders thereof.
15.  The address where the register of interest holders is or will be kept and
the days on and the hours during which it is or will be accessible to the public.
16.  The method of calculation provided by the deed of the price at which the
management company may sell the interest or any right in respect thereof or
any unit or sub-unit of the interest.
17.  Such particulars as are sufficient to describe the duties and obligations
imposed on the trustee or representative appointed by the deed relating to the
interest.
18.  The name and address of each person or corporation with whom or with
which a holder of the interest is required, obliged or entitled, in connection with
the undertaking, scheme, enterprise or investment contract, to enter into any
contract whether by way of lease or otherwise.
19.  The full names, descriptions and residential addresses of the directors of
each corporation referred to in paragraph 18.
20.  Whether any property to which the interest relates is or will become vested
in the trustee or representative, the nature and description of the property and
the conditions or circumstances under which it is or will become so vested.
21.  Where the interest consists of rights or interests in or arising out of an
investment relating to property that ordinarily depreciates in value through use
or effluxion of time, such particulars as are sufficient to disclose the true
particulars of the provision made for the replacement of that property and the
source or sources from which the replacement is to be made or from which the
cost of the replacement is to be met.
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22.  Except where the interest relates only to marketable securities which were
purchased or acquired at not more than the ruling market prices the full names
and residential addresses of the vendors of any property to which the interest
relates, whether the property was purchased or acquired by the management
company or by any person or corporation referred to in paragraph 18 or is proposed
to be so purchased or acquired, a full and true description of the property and
the amount paid or to be paid therefor to each vendor.
23.  Such particulars as are sufficient to disclose the true nature and extent of
the interest, if any, of each director of the management company, whether as
a director, direct or indirect shareholder, partner or otherwise, in the business
of each such vendor and in such property.
24.  The obligations imposed upon the management company or any other person
to purchase from any holder thereof the interest or any rights in respect thereof
or the units or sub-units of the interest for which he has subscribed or which
he has purchased, and a statement of the method provided by the deed for the
calculation of the purchase price thereof.
25.  A summary of the rights and obligations of the management company and
of the trustee or representative governing the valuation of any investment made
or property held in relation to the interest.
26.  A summary of the provisions of the deed whereby investments or other
property comprising or forming part of the interest to which the deed relates
may be varied.
27.  Full information regarding the remuneration of the trustee or representative
and the management company respectively, the manner in which under the
provisions of the deed the remuneration is provided for, and the charges, if any,
that will be made by way of that remuneration upon the sale or purchase of any
such interest and upon the distribution of income and capital or otherwise in
connection with the relevant undertaking, scheme, enterprise or investment
contract.
28.  Whether the interest or any rights in respect thereof or any units or sub-
units of the interest are transferable by the holders thereof and, if so, a summary
of the provisions of the deed regulating the transfer.
29.  A summary of the provisions of the deed relating to the distribution to
the holders of the interest or of units or sub-units of the interest of the income
derived from the undertaking, scheme, enterprise or investment contract.
30.  Full information as to whether and to what extent any factor other than
cash receipts by way of dividend, interest or bonus has been or will be taken
into account in calculating the amount of income that will be payable to an interest
holder.
31.  If any reference is made to the yield of income obtained or likely to be
obtained by the holders of the interest or of units or sub-units of the interest,
a statement as to whether and to what extent anything other than cash receipts
by way of dividends, interest or bonuses has been taken into account in calculating
the yield.
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32.  A summary of the provisions of the Act and of the deed regulating the
convening of meetings of holders of the interest or of units or sub-units of the
interest.
33.  The name and description and the date of commencement of operation of
every other undertaking, scheme, enterprise or investment contract involving
the issue of interests to the public conducted by the management company within
the five years immediately preceding the date of the statement.
A declaration--
34.
(a) that no units or sub-units of interests issued pursuant to the statement
shall be allotted later than six months after the date appearing in the
statement pursuant to paragraph 1; and
(b) unless the conditions of issue of the units or sub-units expressly provide
that certificates be not issued that certificates shall be issued by the
trustee or representative to purchasers of or subscribers for units or
sub-units of interests purchased or subscribed for pursuant to the
statement not more than two months after the allotment of the units
or sub-units.
A summary of the provisions of the deed with respect to the undertakings--
35.
(a) by or on behalf of the management company relating to the allotment
of interests and of units or sub-units of interests to which the deed
relates; and
(b) by or on behalf of the trustee or representative relating to the issue
to holders of interests and of units or sub-units of interests of certificates
of title thereto.
PART II
Reports to be set out in Statement
36.  A report by a person who at the time of making the report was an approved
company auditor, and whose name must appear as such in the statement, setting
out--
(a) such information as sufficiently discloses the number of distributions,
if any, of income to holders of interests or of units of interests to
which the deed relates in each of the five years immediately preceding
the date of the statement during which those interests had been in
existence, the amount of each distribution and the extent to which
each distribution consisted of any component other than dividends,
interest and bonuses, and where it consisted of any component other
than dividends, interest and bonuses, the nature and value of each of
those components;
(b) such information, as sufficiently discloses the selling price and the
purchase price, respectively, of those interests, units on the date upon
which each distribution was made;
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(c) such information as sufficiently discloses the selling price and purchase
price, respectively, of those interests, units or sub-units on such date,
being a date within a period of fourteen days immediately preceding
the date of the statement as is specified in the relevant report;
(d) in respect of every issue of interests relating to any other undertaking,
scheme, enterprise or investment contract conducted or entered into
by the management company within the period of five years immediately
preceding the date of the statement, similar information to that required
under subparagraphs (a), (b) and (c); and
(e) the profits or losses of the management company (and of every
corporation with which a holder of the interest is required, obliged
or entitled, pursuant to the undertaking, scheme, enterprise or investment
contract, to enter into any contract) in respect of each of the five years
during which the company and corporation, respectively, were carrying
on business immediately preceding the date of the statement, and the
rates of dividend, if any, paid by that company and that corporation
in respect of each of those years, and the assets and liabilities of that
company and of that corporation as at the last date to which its accounts
were made up.
37.  If in the case of a company which has been carrying on business, or of
a business which has been carried on, for less than five years, the accounts of
the company or business have only been made up in respect of four years, three
years, two years, or one year, this Schedule shall have effect as if references
to four years, three years, two years, or one year, as the case may be, were
substituted for references to five years.
EIGHTH SCHEDULE
[Section 165]
PART I
Contents of Annual Return of a Company Having
a Share Capital
The address of the registered office of the company.
1.
2.  In a case in which the register of members is kept elsewhere than at the
registered office, the address of the place where it is kept.
3.  A summary, distinguishing between shares issued for cash and shares issued
as fully or partly paid up otherwise than in cash, specifying--
(a) the amount of the share capital of the company, and the number of
the shares into which it is divided;
(b) the number of shares taken up from the incorporation of the company
to the date of the return;
(c) the amount called up on each share;
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(d) the total amount of calls received, including payments on application
and allotment;
(e) the total amount, if any, agreed to be considered as paid on shares
which have been issued as fully or partly paid up otherwise than in
cash;
(f) the total amount of calls unpaid;
(g) the total amount of the sums, if any, paid by way of commission in
respect of any shares or debentures since the date of the last return;
(h) particulars of the discount allowed on the issue of any shares issued
at a discount, or of so much of that discount as has not been written
off at the date of the return;
(i) the total amount of the sums, if any, allowed by way of discount in
respect of any debentures since the date of the last return;
(j) the total number of shares forfeited; and
(k) the total amount, if any, paid on shares forfeited.
4.  Particulars of the total amount of the indebtedness of the company in respect
of all charges which are required to be registered with the Registrar.
5.  Except in the case of a company to which section 166 applies a list as at
the date of the return or as at such other date as the Registrar authorizes in the
case of any company--
(a) containing the full names and addresses of all persons who on such
date are members of the company;
(b) stating the number of shares held by each member at the date of the
list; and
(c) if the names are not arranged in alphabetical order, having annexed
thereto an index sufficient to enable the name of any person in the
list to be easily found.
6.  Where the company has converted any of its shares into stock and given
notice of the conversion to the Registrar, the list must give particulars as to the
amount of stock or the number of stock units instead of the amount of shares.
In the case of a company keeping a branch register--
7.
(a) references in paragraphs 5 and 6 to particulars required shall be taken
as not including any such particulars contained in the branch register,
so far as copies of the entries containing those particulars are not
received at the registered office of the company before the date of the
list in question; and
(b) where an annual return or a list of members is dated between the date
when any entries are made in the branch register and the date when
copies of those entries are received at the registered office of the
company, the particulars contained in those entries, so far as relevant
to an annual return, shall be included in the next or a subsequent annual
return as may be appropriate having regard to the particulars included
in that return with respect to the company's register of members.
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8.  All such particulars with respect to the persons who at the date of the return
are, or, are deemed to be, directors of the company and any person who at that
date is a manager or secretary of the company as are by this Act required to
be contained in the register of directors managers and secretaries.
Name and address of the auditor of the company.
9.
PART II
Form of Annual Return of a Company Having
a Share Capital
Company No.
Annual return of the ..........................................................................Berhad made
up to the ........... day of .............., 20....... [being the date of or a date not later
than the fourteenth day after the date of the annual general meeting in 20........].
The date of the annual general meeting of the company held in respect of
the calendar year 20.......... was the .............. day of ............, 20.........
*The last annual general meeting was held on the ....... day of ...........,20.......
in respect of the calendar year 20.......... and the annual return made up to the
.......... day of ..............., 20.......... has been lodged with the Registrar.
†An extension of time to hold the annual general meeting for the calendar
year 20........ to the ............. day of .............., 20......... was granted by the
Registrar.
Particulars Relating to the Company
The address of the registered office of the company is .................................
...........................................................................................................................
The address of the place at which the register of members is kept (if other than
the registered office) is ....................................................................................
...........................................................................................................................
Addresses of places at which business is carried on (indicating the principal
place) are£
...........................................................................................................................
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††Principal nature of business carried on by the company:
1. .................................................................................................................
2. .................................................................................................................
3. .................................................................................................................
*Delete
if annual return is in lodged in respect of the first annual general meeting.
+Delete
if inapplicable.
£Where
the space provided is insufficient, a separate list may be annexed.
++State
three main business actually carried on by the company in order of priority.
Summary of Share Capital and Shares
Nominal share capital RM .................... divided
(shares of RM .......... each)
into(1)
(shares of RM .......... each)
Total number of shares taken up(1) to the
.......................................
............. day of ............ 20........ (being the
date of the return or other authorized date)
Number of shares issued subject to payment
.......................................
wholly in cash
Number of shares issued as fully paid up
.......................................
otherwise than in cash
Number of shares issued as partly paid up to
.......................................
the extent of ........... per share otherwise than
in cash
(2)
Number of shares (if any) of each class
.......................................
issued at a discount
Total amount of discount on the issue of shares
.......................................
which has not been written off at the date of
this return
Number of shares held by citizens who are
.......................................
Malays and natives
Number of shares held by citizens who are
.......................................
non-Malays and non-natives
Number of share held by non-citizens
.......................................
(3)
Number of shares held by bodies corporate
.......................................
controlled by citizens who are Malays and
natives
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(3)
Number of shares held by bodies corporate
.......................................
controlled by citizens who are non-Malays
and non-natives
(3)
Number of shares held by bodies corporate
.......................................
controlled by non-citizens
(4)
There has been called up on each of
RM ...................................
..................... shares
(4)
There has been called up on each of
RM ...................................
..................... shares
(4)
There has been called up on each of
RM ...................................
.................... shares
(5)
Total amount of calls received including
RM ...................................
payments on application and allotment
Total amount, if any, agreed to be considered
RM ...................................
as paid on ................ shares which have been
issued as fully paid up otherwise than in cash
Total amount, if any, agreed to be considered
RM ...................................
as paid on .............. shares which have been
issued as partly paid up to the extent of
.............. per share otherwise than in cash
Total amount of calls unpaid
RM ...................................
Total amount of sums, if any, paid by way
RM ...................................
of commission in respect of any shares or
debentures since the date of last return
Total amount of sums, if any, allowed by way
RM ...................................
of discount in respect of any debentures since
the date of last return
Total number of shares forfeited
RM ...................................
Total amount paid, if any, on shares forfeited
RM ...................................
(1)
Where there are shares of different kinds or amounts (e.g., preference and ordinary, or RM
................. and RM ............... ) state the numbers and nominal values separately.
(2)
If the shares are of different kinds, state them separately.
(3)
"Body corporate" means "corporate" as defined in section 4 but for this purpose it also includes
the exceptions thereof.
"Controlled by" means where not less than half of the issued capital (excluding any part thereof
which consists of preference shares) is beneficially owned by or where not less than half of the
voting power is controlled by the person.
(4)
Where various amounts have been called or there are shares of different kinds, state them
separately.
(5)
Include what has been received on forfeited as well as on existing shares.
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Particulars of Indebtedness
*Particulars of the indebtedness of the company in respect of all charges which
are required to be registered with the Registrar of Companies are as follows:
Registered
Date of
Nature of
Name of chargee
Amount of the
No.
Registration
Charge
indebtness
Total: RM
*Particulars of charges not required to be registered under the Companies Act
1965 are as follows:
Date of creation
Nature of charge
Name of chargee
Amount of the
indebtedness
Total: RM
†Total amount of indebtedness as at the date of the return RM ....................
* Strike out if inapplicable.
State the total amount of indebtedness of the company as at the date of the return.
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Copy of last audited Balance sheet and Profit and
Loss Account of the Company
This return must include a copy, certified by a director or by the manager or
secretary of the company to be a true copy of the last balance sheet and of the
last profit and loss account which have respectively been audited by the company's
auditors (including every document required by law to be annexed or attached
thereto) together with a copy of the report of the auditors thereon (certified as
aforesaid) and if any such balance sheet or account is in a language other than
the National Language or English there must also be annexed to it a translation
thereof in the National Language or English certified in the prescribed manner
to be a correct translation. If the said last balance sheet or account did not
comply with the requirements of the law as in force at the date of the audit there
must be made such additions to and corrections in the said copy as would have
been required to be made therein in order to make it comply with the said
requirements, and the fact that the said copy has been so amended must be
stated thereon. If a company has more than one such audited balance sheet or
profit and loss account since the date of the last return, every such balance sheet
and profit and loss account must be included.
Where a holding company has a subsidiary company incorporated in a country
outside Malaysia, whether the subsidiary company has or has not established
a place of business in Malaysia, there shall be annexed to the balance sheet and
profit and loss account of the holding company a separate balance sheet and
profit and loss account for the subsidiary company.
Notwithstanding the foregoing provisions this return need not include a copy
of the last balance sheet and profit and loss account of any company which is
an exempt private company at the date of the return and has been an exempt
private company since the date of the last return, the incorporation of the
company or the commencement of this Act, whichever last occurs, if the return
includes a certificate signed by a director of the company, the secretary of the
company and the auditor of the company which certifies that, to the best of their
knowledge and belief--
(a) the company is and has at all relevant times been an exempt private
company;
(b) a duly audited profit and loss account and balance sheet, which comply
with the requirements of the Act made up to a date specified in the
certificate have been laid before the company in a general meeting;
and
(c) as at the date to which the profit and loss account has been made up
the company appeared to have been able to meet its liabilities as and
when they would fall due.
Certificate to be given by all Companies
A certificate in the form set out hereunder shall be given by the secretary or
a director of every company.
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483
Certificate
l/We(1) after having made due inquiries certify--
(a) that the Unclaimed Moneys Act 1965, relating to the unclaimed
moneys have been complied with;
(b) having made an inspection of the share register, that transfers have
not(1) been registered since date of the last annual return(1)
or
the incorporation of the company(1);
(2)
that the company has not since the date of the last annual return(3)
(c)
issued any invitation to the public to subscribe for any shares in or
debentures of the company or to deposit moneys for fixed periods or
payable at call; and
(4)
(d)
that the excess of members of the company above fifty (counting
joint holders of shares as one person) consists only of persons who
are in the employment of the company or of its subsidiary or persons
who while previously in the employment of the company or of its
subsidiary were and thereafter have continued to be members of the
company.
Director(5)
Signature
Secretary
Signature
(1)
Strike out if inapplicable.
(2)
Strike out this paragraph if the company is not a private company.
(3)
In the case of the first annual return of a private company strike out the words "last annual return
and substitute the words "incorporation of the company".
(4)
Strike out this paragraph except in the case of a private company whose members exceed fifty.
(5)
NOTE- A certificate signed by the same person in the capacity of both director and secretary will
not be accepted­see subsection 139 (5).
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Particulars of the *Directors, Managers, Secretaries and Auditors of the
...................................................................................... Berhad at the date of
the Annual Return.
Other business occupation and
in the case of Directors,
particulars of other
I/C No./
Usual §
Full Name†
Directorships required to be
Passport No.
Address
shown by paragraph 141(2)(b)
and subsection141(3), if none,
state so
Directors--
Manager, if
any--
Secretaries--
Auditors for
current
financial year--
...............................
(Signature)
*
Directors includes any person who occupies the position of a director by whatever name called
and any person in accordance with whose directions or instructions the directors of a company
are accustomed to act.
Insert full name and any former name of the officer. If an officer is of the female gender insert
"(f)" against her name. In the case of a person appointed as an alternate to another director insert
"alternate to (name of director)" against his name.
In the case of a firm of auditors insert the firm number.
Other than the auditors, the address given must be the usual residential address­see paragraph
§
141(2)(a) and subsection 141(4).
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NINTH SCHEDULE
[Sections 169, 326]
ACCOUNTS
Profit and Loss Accounts
There shall be shown in respect of the period of accounting--
1.
(a) sales or other operating revenues, stating the basis on which they are
determined;
(b) the net balance of profit or loss on the company's trading;
(c) the gross income before the deduction of income tax from investments
in subsidiaries of the company;
(d) the gross income before deduction of income tax from other investments
distinguishing between--
(i) income received from any shares or debentures which are quoted,
listed or dealt in on any prescribed stock exchange in Malaysia;
(ii) income received from any shares or debentures which are dealt
in on any prescribed stock exchange outside Malaysia; and
(iii) income received from other sources;
(e) the amount of--
(i) interest income (other than from debentures); and
(ii) income from rent of land and buildings;
(f) amounts charged for depreciation, amortization or diminution in value
on--
(i) fixed assets showing the charge for each category of depreciable
asset;
(ii) goodwill and other intangible assets; and
(iii) investments,
and the amount, if material, of the effect of changes in the methods
or bases of providing for depreciation, amortization or diminution in
value of assets and, by way of note, specify the reasons for any such
changes;
(g) the amounts charged in respect of--
(i) interest on the company's debentures, loans, overdrafts and
other borrowings;
(ii) rent for land and buildings used by the company;
(iii) the hire of plant and machinery used by the company; and
(iv) research and development including amortization of development
costs previously deferred;
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487
(h) any profit or loss, if material, arising from a sale or disposal of fixed
or intangible assets;
(i) the amounts set aside or proposed to be set aside to, or withdrawn
from, reserves;
(j) the amount, if material, set aside to provisions other than provisions
for depreciation, renewals or diminution in value of assets or, as the
case may be, the amount, if material, withdrawn from such provisions
and not applied for the purposes thereof, in each case classified separately
under appropriate headings;
(k) the amounts respectively provided for redemption of share capital and
for redemption of loans;
(l) provision made for all taxes on income distinguishing between--
(i) tax payable before double taxation relief in Malaysia;
(ii) tax payable outside Malaysia;
(iii) any relief granted because of double taxation; and
(iv) deferred taxation;
(m) in respect to tax losses, if material--
(i) the amount of the tax saving for which credit is taken in the
period of the loss;
(ii) the amount of the tax saving for which credit is taken as a
result of the realisation of a tax loss carried forward that had
not been accounted for in the period of the loss; and
(iii) the amount and future availability of tax losses for which the
related tax effects have not been accounted for in any period;
(n) the aggregate amount of the dividends paid and the aggregate amount
of the dividends proposed to be paid;
(o) in respect of directors and past directors of the company, the amounts
of--
(i) fees and other emoluments (distinguished separately), paid to
or receivable by them from the company or its subsidiary
companies as remuneration for their services to the company
or its subsidiary companies, inclusive of all fees, percentages,
bonuses, commissions, compensation for loss of office, any
contribution in respect of them under any pension or retirement
benefit scheme and inclusive of commission paid or payable
for subscribing or agreeing to subscribe or procuring or agreeing
to procure subscriptions for any shares in or debentures of the
company or of its holding company or any subsidiary of the
company: provided that where a director or any firm of which
the director is a member, acts for the company in a professional
capacity, the amount paid to the director or to his firm for
services rendered to the company in that capacity shall not be
included in the aforesaid total but shall be shown separately
whether by way of note or otherwise; and
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(ii) by way of note or otherwise, the estimated money value of any
other benefits received or receivable by them otherwise than
in cash from the company or from any of its subsidiary companies;
(p) the total of amount paid to or receivable by any third party in respect
of the services provided to the company or any of its subsidiary
companies by any director or past director of the company;
(q) the total of the amount paid to or receivable by the auditors as
remuneration for their services as auditors, inclusive of all fees,
percentages or other payments or consideration given by or from the
company or by or from any subsidiary of the company;
(r) under separate headings, and giving particulars of each item, any
exceptional or unusual credits or charges, if material, and where
applicable, the tax effects thereon;
(s) under separate headings, and giving particulars of each item, any
prior year credits or charges, if material, and the tax effects thereon;
(t) under separate headings and giving particulars of each item, any
changes in estimates made for the purpose of accounting and included
in net profit or loss from trading, if material; and
(u) significant transactions with related corporations.
Balance Sheet
2. (1) There shall be shown as at the end of the period of accounting--
(a) the amount of authorized capital and particulars of issued capital
showing movements during the period of accounting and distinguishing
between classes of shares and specifying by way of note to the balance
sheet any rights, preferences or restrictions with respect to distribution
of dividends or repayment of capital attached to the shares and any
portion of the share capital which has not already been called up and
which is not capable of being called up except in the event and for
the purposes of the company being wound up and stating the rates of
dividend, and whether participating or cumulative or both, attaching
to shares other than ordinary shares, and stating amount of calls in
arrear in each class;
(b) the part of the issued capital that consists of redeemable preference
shares, the date on or before which these shares are, or are liable, to
be redeemed and the earliest date on which the company has power
to redeem those shares (showing by way of note or otherwise whether
the redemption is optional to or obligatory on the company) and the
amount of the premium, if any, at which those shares are redeemable.
(c) so far as the information is not given in the profit and loss account,
any share capital on which interest has been paid out of capital during
the financial year, and the rate at which interest has been so paid;
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489
(d) reserves classified under the separate headings--
(i) share premium account;
(ii) revaluation surplus;
(iii) balance of profit and loss account; and
(iv) other reserves,
indicating the movements for the period and any restrictions on
distribution including the extent to which tax credits are available for
the company to frank the reserves available for distribution;
(e) income or gain carried forward to subsequent periods of accounting,
and by way of note, specify the basis for carrying that income or gain;
(f) under separate headings, so far as they are not written off--
(i) the preliminary expenses;
(ii) any expenses incurred in connection with any issue of shares
or debentures;
(iii) any sums paid by way of commission in respect of any shares
or debentures;
(iv) any sum allowed by way of discount in respect of any debentures;
(v) the amount of the discount allowed on any issue of shares at
a discount;
(vi) if the amount of the goodwill and any patents and trade marks
or part of that amount is shown as a separate item in or is
otherwise ascertainable from the books of the company or
from any contract for the sale or purchase of any property to
be acquired by the company or from any documents in the
possession of the company relating to the stamp duty payable
in respect of any such contract or the conveyance of any such
property - the said amount so shown or ascertained;
(vii) the amount of deferred development expenditure and movements
in the period of accounting; and
(viii) any other expenditure carried forward by category of expenditure,
and by way of note, specify the basis for carrying forward any such
expenditure;
(g) particulars of any redeemed debentures which the company has power
to reissue;
(h) the fixed assets, current assets, liabilities and provisions classified
separately under headings appropriate to the company's business and
stating the method used to arrive at the amount of assets under each
heading but--
(i) where the amount of any class is not material, it may be
included under the same heading as some other class;
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(ii) where any assets of one class are not separable from assets of
another class, those assets may be included under the same
heading; and
(iii) where any assets cannot truly and fairly be shown as either
fixed assets or current assets, those assets may be included
separately under an appropriate heading;
(i) in respect of fixed assets--
(i) under separate headings, the amount of lands and buildings,
plant and machinery and other categories suitably identified;
(ii) in the case of fixed assets whose amount is arrived at in accordance
with subparagraph 3(1) of this Schedule and is so arrived at
by reference to a valuation, the years (so far as they are known
to the directors) in which the assets were severally valued and
the several values, whether an external valuer was involved
and the basis of valuation used;
(iii) of the amount of fixed assets consisting of land, how much is
ascribable to land of freehold tenure and how much to land of
leasehold tenure, and, of the latter, how much is ascribable to
land held on long lease being a lease with an unexpired period
of fifty years or more and how much to land held on short
lease;
(iv) any restrictions as to title;
(v) the amount, if material, of any assets being acquired on installment
purchase plans;
(vi) the amount, if material, of any assets retired from active use
and held for disposal; and
(vii) by way of note, the methods of depreciation used for each
category of fixed assets together with the rate of depreciation
or number of years over which provision is made for depreciation;
(j) under separate headings, stating the methods used to arrive at the
amount of the investments under each heading and showing the quoted
market values of investments which are quoted, listed or dealt in on
any prescribed stock exchange--
(i) investments in Federal Government securities;
(ii) investments in other government, municipal or public debentures
stock or bonds;
(iii) investments in subsidiaries of the company;
(iv) investments in shares (of corporations which are not subsidiaries
of the company) which are quoted, listed or dealt in on any
prescribed stock exchange in Malaysia or elsewhere;
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491
(v) investments in shares (of corporations which are not subsidiaries
of the company) which are not so quoted, listed or dealt in on
any such prescribed stock exchange;
(vi) investments in debentures (of corporations which are not
subsidiaries of the company) which are quoted, listed or dealt
in on any prescribed stock exchange in Malaysia or elsewhere;
(vii) investments in debentures (of corporations which are not
subsidiaries of the company) which are not so quoted, listed
or dealt in on any prescribed stock exchange;
(viii) other investments in corporations; and
(ix) other investments;
(k) the stock of assets held for trading classified in the main categories
appropriate to the business of the company showing the amount held
in each category, such amounts being stated at the lower of cost and
the net value realisable by sale in the market where cost includes all
those expenses which relate to bringing the stock to its present location
and condition;
(l) the stock of assets representing long-term contract work in progress,
stating by way of note--
(i) the methods used to arrive at the amounts of these assets; and
(ii) the amounts received and receivable as progress payments,
advances and retentions on account of contracts included in
long-term contract work in progress;
(m) under separate headings---
(i) amounts owing by the holding company of the company;
(ii) amounts owing by subsidiaries of the company;
(iii) amounts owing by other related corporations of the company;
(iv) trade debts and bills receivable (other than amounts owing by
related corporations of the company);
(v) the amount outstanding of any loan made, guaranteed or secured
by the company being a loan made to a director of the company
or of a related corporation or a loan made to another corporation
in which one or more directors of the company or of the
company which is so deemed to be related to the company
owns a controlling interest;
(vi) other debts owing to the company; and
(vii) deposits distinguishing between those with licensed banks,
finance companies, other corporations and others,
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and where any amounts shown under such a heading include any sums
which consists of or are in the nature of interest, accommodation
charges, service charges, maintenance charges or insurance premiums,
those sums shall, except to the extent that they have become due and
payable and have been demanded, be shown as deduction from the
amounts shown under that heading;
(n) under separate headings and showing separately amounts that are
redeemable or payable not later than twelve months after the date to
which the accounts are made up and amounts that are redeemable or
payable later than twelve months after that date--
(i) debentures;
(ii) liabilities (other than debentures and bank loans and overdrafts)
secured by any charge on the assets whether registered or not;
(iii) bank loans and overdrafts, distinguishing between those which
are secured and those which are unsecured; and
(iv) other amounts borrowed without security,
giving details of the contractual terms and, where secured, of the
nature of that security;
(o) under separate headings
(i) amounts owing to the holding company of the company;
(ii) amounts owing to the subsidiaries of the company;
(iii) amounts owing to other related corporations of the company;
(iv) amounts owing to trade creditors (other than amounts owing
to related corporations of the company);
(v) amounts owing by the company or by a subsidiary of the
company to a director of the company; and
(vi) other amounts owing by the company;
(p) the provision for taxation, distinguishing between taxation payable
and deferred taxation and stating any special circumstances affecting
the liability to taxation;
(q) provision for pension or retirement benefits;
(r) dividends distinguishing between dividends payable and proposed;
(s) arrears of dividends on preference shares; and
(t) under separate headings (to be stated by way of note if not otherwise
shown)--
(i) contingent liabilities unsecured;
(ii) contingent liabilities secured upon the company's assets giving
details of the nature of security; and
(iii) where practicable, the aggregate amount, if it is material, of
contracts for capital expenditure, so far as that amount has not
been provided for, and the aggregate amount or estimated
amount, if it is material, of capital expenditure authorized by
the directors which has not been contracted for.
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493
(2) For the purposes of this paragraph, where more than one method is used
to arrive at any amount shown in the balance sheet, there shall be shown in the
balance sheet a separate total in respect of each of the methods so used.
(3) There shall be shown by way of note or otherwise on the balance sheet
of every company which is a borrowing corporation or a guarantor corporation,
a schedule setting out separately estimates of the amounts of the liabilities
payable by and the debts payable to the company--
(a) not later than two years;
(b) later than two years but not later than five years; and
(c) later than five years,
calculated from the date to which the balance sheet of the company was made
up.
3. (1) The method of arriving at the amount of any fixed asset or investment
shall, subject to subparagraph (2), be to take the difference between--
(a) its cost or, if it stands in the company's books at a valuation other
than cost, the amount of the valuation; and
(b) the aggregate amount provided or written off since the date or acquisition
or valuation, as the case may be, for depreciation or diminution in
value.
(2) For the purposes of this paragraph the net amount at which any assets
stand in the company's books at the commencement of this Act (after deduction
of the amounts previously provided or written off for depreciation or diminution
in value) shall, if the figures relating to the period before the commencement
of this Act cannot be obtained without unreasonable expense or delay, be
treated as if it were the amount of the valuation of those assets made at the
commencement of this Act, and where any of those assets are sold, the said net
amount less the amount of the sales shall be treated as if it were the amount
of a valuation so made of the remaining assets.
(3) Subparagraph (1) shall not apply--
(a) to assets for which the figures relating to the period beginning with
the commencement of this Act cannot be obtained without unreasonable
expense or delay;
(b) to assets the replacement of which is provided for wholly or partly--
(i) by making provision for renewals and charging the cost of
replacement against the provision so made; or
(ii) by charging the cost of replacement direct to revenue;
(c) to any investments of which the market value (or, in the case of
investments not having a market value, their value as estimated by
the directors) is shown either as the amount of the investments or by
way of note; or
(d) to goodwill, patents or trade marks.
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(4) For the assets under each heading whose amount is arrived at in accordance
with subparagraph (1) there shall be shown--
(a) the aggregate of the amounts referred to in subparagraph (1)(a); and
(b) the aggregate of the amounts referred to in subparagraph (1)(b).
(5) As respects the assets under each heading whose amount is not arrived
at in accordance with subparagraph (1) because their replacement is provided
for as mentioned in subparagraph (3)(b) there shall be stated--
(a) the means by which their replacement is provided for; and
(b) the aggregate amount of the provisions, if any, made for renewals and
not used.
Statement of Changes in Financial Position
4.  There shall be annexed to every profit and loss account and balance sheet
a statement of changes in financial position showing separately--
(i) the funds provided from and used in the operations of the company;
and
(ii) other sources or uses of funds of the company,
except that in respect of consolidated accounts of holding and subsidiary companies
as required by paragraph 5 of this Schedule the statement of changes in financial
position shall be the consolidated statement of changes in financial position of
the holding and subsidiary companies and the statement relating to the holding
company alone need not be so annexed.
Holding and Subsidiary Companies
5. (1) Subject to subparagraph (4), there shall be annexed to the profit and loss
account of every holding company a consolidated profit and loss account of the
holding company and of its subsidiary companies eliminating all inter-company
transactions and showing separately that part of the profit or loss of the subsidiary
companies attributable to shares in subsidiary companies owned other than by
the holding company or its subsidiary companies.
(2) There shall be clearly stated (by way of note or otherwise) either in the
profit and loss account of the holding company or in any document annexed
thereto pursuant to subparagraph (1) the name, place of incorporation, principal
activities of, and percentage of issued share capital held by the holding company
in each subsidiary to which that profit and loss account or other document
relates.
(3) Subject to subparagraph (4), there shall be annexed to the balance sheet
of every holding company a consolidated balance sheet of the holding company
and of its subsidiary companies eliminating all inter-company balances and
showing separately that part of the net assets of the subsidiary companies
attributable to shares in subsidiary companies owned other than by the holding
company or its subsidiary companies.
Companies
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(4) Notwithstanding anything in this paragraph--
(a) consolidated accounts shall not be required where the company is at
the end of its financial year the wholly owned subsidiary of another
body corporate incorporated in Malaysia;
(b) consolidated accounts need not deal with a subsidiary of the company
if the company's directors are of the opinion that--
(i) it is impracticable, or would be of no real value to members
of the company, in view of the insignificant amounts involved,
or would involve expense or delay out of proportion to the
value to members of the company;
(ii) controlling interest in the subsidiary company is to be temporary;
(iii) the subsidiary company operates outside Malaysia under
conditions which impair the exercise by the company of its
controlling interest;
(iv) the result would be misleading, or harmful to the business of
the company or any of its subsidiaries; or