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and that person, within a period of five years after his conviction or, if
he is sentenced to imprisonment, after his release from prison, without
the leave of the Court is a director or promoter of or is in any way whether
directly or indirectly concerned or takes part in the management in
Malaysia of a corporation he shall be guilty of an offence against this
Act.
Penalty: Imprisonment for *five years or one hundred thousand
ringgit or both.
(2) A person intending to apply for the leave of the Court under this
section shall give to the Registrar not less than ten days' notice of his
intention so to apply and the Registrar shall be made a party to the
proceedings.
(3) On the hearing of any application under this section the Registrar
may oppose the granting of the application.
Disqualification of directors of insolvent companies
130A. (1) Where on an application under this section it appears to the
Court--
(a) that a person--
(i) is or has been a director of a company which has at any
time gone into liquidation (whether while he was a
director or subsequently) and was insolvent at that
time; and
(ii) is or has been a director of such other company which
has gone into liquidation within five years of the date
on which the first-mentioned company went into
liquidation; and
(b) that his conduct as director of any of those companies makes
him unfit to be concerned in the management of a company,
the Court may make an order that that person shall not, without the leave
of the Court, be a director of or in any way, whether directly or indirectly,
be concerned or take part in the management of a company for such
period beginning on the date of the order and not exceeding five years
as may be specified in the order.
*NOTE--Previously "six months or one thousand ringgit"­see Companies (Amendment) Act 1986
[Act A657].
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(2) An application under this section shall be made by the Registrar
or the Official Receiver.
(3) Where the Registrar or the Official Receiver intends to make an
application under this section in respect of any person, he shall give not
less than ten days' notice of his intention to that person, and on hearing
of the application that person may appear and give evidence or call
witnesses.
(4) A person intending to apply for the leave of the Court under
subsection (1) shall give to the Registrar not less than ten days' notice of
his intention so to apply and the Registrar shall be made a party to the
proceedings.
(5) On the hearing of any application under subsection (4) the
Registrar may oppose the granting of the application.
(6) If any person acts in contravention of an order made under
subsection (1), he shall be guilty of an offence against this Act.
Penalty: Imprisonment for three years or ten thousand ringgit or both.
(7) The Registrar or the Official Receiver may require the liquidator
or former liquidator of any company--
(a) to furnish him with such information with respect to the
company's affairs; and
(b) to produce and permit inspection of such books or documents
of or relevant to the company,
as the Registrar or the Official Receiver may reasonably require for the
purpose of determining whether to make an application under this
section in respect of any person who is or has been a director of that
company; and if a person makes default in complying with any such
requirement, the Court may, on the application of the Registrar or the
Official Receiver make an order requiring that person to make good the
default within such time as may be specified.
(8) Subsection (6) does not affect the powers of the Court in relation
to the punishment of contempt of the Court.
(9) Subsection (1) does not apply unless at least one of the companies
therein mentioned has gone into liquidation after the date of coming into
operation of this section and the conduct to which regard may be had
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under paragraph (1)(b) does not include conduct as a director of a
company that has gone into liquidation before that date.
(10) For the purposes of this section, a company goes into liquidation--
(a) if it is wound up by the Court on the date of the winding up
order; and
(b) if it is wound up voluntarily on the date of passing of the
resolution for voluntary winding up.
Disclosure of interests in contracts, property, offices, etc.
131. (1) Subject to this section every director of a company who is in
any way, whether directly or indirectly, interested in a contract or
proposed contract with the company shall, as soon as practicable after
the relevant facts have come to his knowledge, declare the nature of his
interest at a meeting of the directors of the company.
(2) The requirements of subsection (1) shall not apply in any case
where the interest of the director consists only of being a member or
creditor of a corporation which is interested in a contract or proposed
contract with the first-mentioned company if the interest of the director
may properly be regarded as not being a material interest.
(3) A director of a company shall not be deemed to be interested or
to have been at any time interested in any contract or proposed contract
by reason only--
(a) in a case where the contract or proposed contract relates to any
loan to the company­that he has guaranteed or joined in
guaranteeing the repayment of the loan or any part of the loan;
or
(b) in a case where the contract or proposed contract has been or
will be made with or for the benefit of or on behalf of a
corporation which by virtue of section 6 is deemed to be
related to the company­that he is a director of that corporation,
and this subsection shall have effect not only for the purposes of this Act
but also for the purposes of any other law, but shall not affect the
operation of any provision in the articles of the company.
(4) For the purposes of subsection (1), a general notice given to the
directors of a company by a director to the effect that he is an officer or
member of a specified corporation or a member of a specified firm and
is to be regarded as interested in any contract which may, after the date
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of the notice, be made with that corporation or firm shall be deemed to
be a sufficient declaration of interest in relation to any contract so made
if it specifies the nature and extent of his interest in the specified
corporation or firm and his interest is not different in nature or greater in
extent than the nature and extent so specified in the general notice at the
time any contract is so made, but no such notice shall be of effect unless
either it is given at a meeting of the directors or the director takes
reasonable steps to ensure that it is brought up and read at the next
meeting of the directors after it is given.
(5) Every director of a company who holds any office or possesses
any property whereby whether directly or indirectly duties or interests
might be created in conflict with his duties or interests as director shall
declare at a meeting of the directors of the company the fact and the
nature, character and extent of the conflict.
(6) The declaration shall be made at the first meeting of the directors
held--
(a) after he becomes a director; or
(b) (if already a director) after he commenced to hold the office or
to possess the property,
as the case requires.
(7) The secretary of the company shall record every declaration
under this section in the minutes of the meeting at which it was made.
(8) Except as provided in subsection (3) this section shall be in
addition to and not in derogation of the operation of any rule of law or
any provision in the articles restricting a director from having any
interest in contracts with the company or from holding offices or
possessing properties involving duties or interests in conflict with his
duties or interests as a director.
Penalty: Imprisonment for *seven years or one hundred and fifty
thousand ringgit, or both.
As to the duty and liability of officers
132. (1) A director shall at all times act honestly and use reasonable
diligence in the discharge of the duties of his office.
*NOTE--Previously "one years or two thousand five hundred ringgit"­see Companies (Amendment)
Act 1986 [Act A657].
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(2) An officer or agent of a company or officer of the Stock Exchange
shall not make improper use of any information acquired by virtue of his
position as an officer or agent of the company or officer of the Stock
Exchange to gain directly or indirectly an advantage for himself or for
any other person or to cause detriment to the company.
(3) An officer or agent or officer of the Stock Exchange who commits
a breach of this section shall be--
(a) liable to the company for any profit made by him or for any
damage suffered by the company as a result of the breach; and
(b) guilty of an offence against this Act.
Penalty: Imprisonment for *five years or thirty thousand ringgit.
(4) (Deleted by Act A616).
(5) This section is in addition to and not in derogation of any other
written law or rule of law relating to the duty or liability of directors or
officers of a company.
(6) In this section--
"agent" includes a banker, advocate and solicitor, auditor, accountant
or stockbroker of the corporation and any person who is or at any time
in the preceding six months has been knowingly connected with the
corporation and has information which--
(a) he holds by virtue of being connected with the corporation;
(b) it would be reasonable to expect a person so connected and in
the position by virtue he is so connected not to disclose except
for the proper performance of the functions attaching to that
position; and
(c) he knows is unpublished price sensitive information in relation
to the securities of the corporation;
"officer" includes a person who at any time has been an officer of the
company.
*NOTE--Previously "one year or two thousand five hundred ringgit"­see Companies (Amendment)
Act 1985 [Act A616].
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Dealings by officers in securities
132A. (1) An officer, agent or employee of a corporation or officer
of the Stock Exchange who in or in relation to a dealing in securities
of the corporation by himself or any other person makes improper
use to gain, directly or indirectly, an advantage for himself or any
other person of specific confidential information acquired by virtue
of his position as such officer, agent or employee or officer of the
Stock Exchange which if generally known might reasonably be
expected to affect materially the price of the subject matter of the
dealing on a Stock Exchange shall, in addition to any penalty
imposed under subsection (6), be liable to any person for loss
suffered by that person by reason of the payment by him or to him
of a consideration in respect of the securities greater or lesser, as
the case may be, than the consideration that would have been
reasonable if the information had been generally known at the time
of the dealing.
(2) An officer, agent or employee of a corporation or officer of
the Stock Exchange shall not be liable under subsection (1) to a
person for any loss suffered by that person if that person knew or
ought reasonably to have known of the information referred to in
subsection (1) before entering into transaction relating to the dealing
in securities of the corporation.
(3) Notwithstanding the provisions of the Limitation Act 1953
[Act 254], an action for the recovery of the amount of a loss
referred to in subsection (1) shall not be commenced after the
expiration of two years after the date of the completion of the
dealing in securities in respect of which the loss was suffered.
(4) In this section--
"agent" includes a banker, advocate and solicitor, auditor,
accountant or stockbroker of the corporation and any person who
is or at any time in the preceding six months has been knowingly
connected with the corporation and has information which--
(a) he holds by virtue of being connected with the corporation;
(b) it would be reasonable to expect a person so connected
and in the position by virtue he is so connected not to
disclose except for the proper performance of the functions
attaching to that position; and
(c) he knows is unpublished price sensitive information in
relation to the securities of the corporation;
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"corporation" includes a corporation that is related to a corporation
under section 6;
"dealing in securities in relation to a corporation" means a
transaction relating to--
(a) shares in or debentures of the corporation or interests
within the meaning of section 84 made available by the
corporation or by a related corporation; or
(b) rights or options in respect of the acquisition or disposal
of such shares, debentures or interests;
"officer" includes a person who at any time within the preceding
twelve months was an officer of the corporation.
(5) This section shall be extended to apply to an officer, agent
or employee of a corporation or officer of the Stock Exchange who
makes improper use to gain, directly or indirectly, an advantage
for himself or any other person, by means of specific confidential
information acquired by virtue of his position as such officer,
agent or employee of the corporation or officer of the Stock Exchange,
regarding--
(a) the possibility of a take-over offer or bid being made to
another corporation by the corporation to which he belongs;
or
(b) the possibility of his corporation entering into a substantial
commercial transaction with another corporation,
to deal in the securities of that corporation in the expectation that,
if this information becomes generally known, the price of the
securities of that other corporation on a Stock Exchange might be
materially affected.
(6) An officer, agent or employee of a corporation or officer of
the Stock Exchange who commits a breach of the provisions of
this section shall be guilty of an offence against this Act.
Penalty: Imprisonment for five years or thirty thousand ringgit
or both.
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Prohibition on abuse of information obtained in official capacity
132B.  Any person, who in or in relation to a dealing in securities
of a corporation, has any information which if generally known
might reasonably be expected to affect materially the price of the
subject matter of the dealing on a Stock Exchange and which--
(a) he holds by virtue of his official capacity or former
official capacity;
(b) it would be reasonable to expect a person in his official
capacity or former official capacity not to disclose except
for the proper performance of the functions attaching to
that official capacity; and
(c) he knows is unpublished price sensitive information in
relation to securities of the corporation,
shall not make improper use of such information to gain, directly
or indirectly, an advantage for himself or for any other person and
any person who contravenes the provision of this section shall be
guilty of an offence against this Act.
Penalty: Imprisonment for five years or thirty thousand ringgit
or both.
Approval of company required for disposal by directors of
company's undertaking or property
132C. (1) Notwithstanding anything in a company's memorandum
or articles, the directors shall not carry into effect any proposal
or execute any transaction for--
(a) the acquisition of an undertaking or property of a substantial
value; or
(b) the disposal of a substantial portion of the company's
undertaking or property,
which would materially and adversely affect the performance or
financial position of the company, unless the proposal or transaction
has been approved by the company in general meeting.
(2) The Court may, on the application of any member of the
company, restrain the directors from entering into a transaction in
contravention of subsection (1).
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(3) A transaction entered into in contravention of subsection (1)
shall, in favour of any person dealing with the company for valuable
consideration, and without actual notice of the contravention, be
as valid as if that subsection has been complied with.
(4) This section shall not apply to proposals for disposing of
the whole or substantially the whole of the company's undertaking
or property made by a receiver and manager of any part of the
undertaking or property of the company appointed under a power
contained in any instrument or a liquidator of a company appointed
in a voluntary winding up.
(5) Any director who contravenes the provision of this section
shall be guilty of an offence against this Act.
Penalty: Imprisonment for five years or thirty thousand ringgit
or both.
Approval of company required for issue of shares by directors
132D. (1) Notwithstanding anything in a company's memorandum
or articles, the directors shall not, without the prior approval of
the company in general meeting, exercise any power of the company
to issue shares.
(2) Approval for the purposes of this section may be confined
to a particular exercise of that power or may apply to the exercise
of that power generally; and any such approval may be unconditional
or subject to conditions.
(3) Any approval for the purposes of this section shall continue
in force until--
(a) the conclusion of the annual general meeting commencing
next after the date on which the approval was given; or
(b) the expiration of the period within which the next annual
general meeting after that date is required by law to be
held,
whichever is the earlier; but any approval may be previously revoked
or varied by the company in general meeting.
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(4) The directors may issue shares notwithstanding that an approval
for the purposes of this section has ceased to be in force if the
shares are issued in pursuance of an offer, agreement or option
made or granted by them while the approval was in force and they
were authorized by the approval to make or grant an offer, agreement
or option which would or might require shares to be issued after
the expiration of the approval.
(5) Section 154 shall apply to any resolution whereby an approval
is given for the purposes of this section.
(6) Any issue of shares made by a company in contravention
of this section shall be void and consideration given for the shares
shall be recoverable accordingly.
(6A) Notwithstanding subsection (1), the directors of a company
shall not be required to obtain the prior approval of the company
in a general meeting to issue shares where the said shares are to
be issued as consideration or part consideration for the acquisition
of shares or assets by the company and members of the company
have been notified of the intention to issue the said shares at least
fourteen days before the date of the issue of the said shares.
(6B) For the purpose of subsection (6A), members of the company
are deemed to have been notified of the intention to issue shares
of the company if--
(a) a copy of the statement explaining the purpose of the
intended issue of shares has been sent to every member
at his last known address according to the register of
members; and
(b) the copy of the statement has been advertised in a national
language and an English language newspaper circulating
generally throughout Malaysia.
(7) Any director who knowingly contravenes, or permits or
authorizes the contravention of, this section with respect to any
issue of shares shall be liable to compensate the company and the
person to whom the shares were issued for any loss, damages or
costs which the company or that person may have sustained or
incurred thereby; but no proceedings to recover any such loss,
damages or costs shall be commenced, notwithstanding the provisions
of the Limitation Act 1953, after the expiration of three years from
the date of the issue.
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(8) This section shall not apply to any issue of shares of a
company before--
(a) the beginning of the annual general meeting commencing
next after the commencement of this section; or
(b) the expiration of the period within which the next annual
general meeting after the commencement of this section
is required by law to be held,
whichever is the earlier.
Substantial property transactions involving directors
132E. (1) Subject to section 132F, a company shall not enter into
any arrangement or transaction with a director of the company or
its holding company or with a person connected with such a director
to acquire from or dispose to such a director or person any non-
cash assets of the requisite value unless the arrangement or transaction
is first approved by a resolution of the company in general meeting
and also, if the director or connected person is a director of its
holding company or person connected with such a director, by a
resolution of the holding company in general meeting.
(2) An arrangement entered into in contravention of subsection
(1) and any transaction entered into in pursuance of the arrangement
(whether by the company or any other person) shall be voidable
at the instance of the company unless the arrangement and transaction
are, within a reasonable period, ratified by the company in general
meeting and also, if the arrangement and transaction are for the
transfer of an asset to or by a director of its holding company or
a person who is connected with such a director, by a resolution
of the holding company in general meeting.
(3) Where an arrangement is entered into with a company by
a director of the company or its holding company or a person
connected with him in contravention of subsection (1) and any
transaction is entered into in pursuance of the arrangement, that
director and the person so connected and any director who authorized
the arrangement shall, in addition to any other liability, be liable--
(a) to account to the company for any gain which he had
m a d e directly or indirectly by the arrangement or
transaction; and
(b) jointly and severally with any person liable under this
subsection, to indemnify the company for any loss or
damage resulting from the arrangement or transaction.
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(4) The Court may, on the application of any member of the
company, restrain the company from entering into an arrangement
or transaction in contravention of subsection (1)
(5) For the purposes of subsection (1), a non-cash asset is of
the requisite value if, at the time of the arrangement or transaction
for the acquisition or disposal of the asset, its value is not less than
ten thousand ringgit but (subject to that) exceeds two hundred and
fifty thousand ringgit or ten per centum of the company's asset
value, that is--
(a) except in a case falling within paragraph (b), the value
of the company's net assets determined by reference to
the accounts prepared and laid under Part VI in respect
of the last financial year prior to the arrangement or
transaction; or
(b) where no accounts have been so prepared and laid before
that time, the amount of the company's called-up share
capital.
(6) A director of a company or of its holding company, or a
person connected with such a director, who enters into an arrangement
or transaction with the company in contravention of this section,
or a director who authorized the arrangement or transaction, shall
be guilty of an offence against this Act.
Penalty: Imprisonment for five years or thirty thousand ringgit
or both.
(7) For the purposes of this section and section 132F "non-cash
asset" means any property or interest in property other than cash
and for this purpose "cash" includes foreign currency.
(8) A reference to the acquisition or disposal of a non-cash
asset includes the creation or extinction of an estate or interest in,
or a right over, any property and also the discharge of any person's
liability, other than a liability for a liquidated sum.
Exception and definition
132F. Section 132E shall not apply to an arrangement or transaction
for the acquisition or disposal of a non-cash asset entered into--
(a) by a company--
(i) and any of its wholly-owned subsidiaries;
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(ii) and its holding company which holds all the issued
shares of the company; or
(iii) which is a wholly-owned subsidiary of a holding
company and another wholly-owned subsidiary
company of that same holding company;
(b) by a company which is being wound up, unless the winding
up is a members' voluntary winding up;
(c) by a company which is an acquisition or disposal of an
asset in the ordinary course of business of the company
and is on terms not more favourable than those generally
available to the public or employees of the company; or
(d) by a company if such arrangement or transaction does
not involve transfer of cash or property and which shall
have no effect unless approved at a general meeting or
by a relevant authority.
Prohibited transaction involving shareholders and directors
132G. (1) Notwithstanding sections 132C and 132E, a company
shall not enter into any arrangement or transaction to acquire the
shares or assets of another company in which a shareholder or
director of the acquiring company, or a person connected to such
shareholder or director has a substantial shareholding as defined
in section 69D whether or not for the benefit of such shareholder,
director or connected person or for any other person unless the
arrangement or transaction was entered into three years after such
shareholder, director or connected person, as the case may be, first
held the shares in that other company or after the assets were first
acquired by the said company, as the case may be.
(2) An arrangement or transaction entered into in contravention
of subsection (1) shall be void and any consideration given for the
shares or assets shall be recoverable accordingly.
(3) Subsection (2) shall apply to any arrangement or transaction
which is pending completion at the time of coming into force of
this section.
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(4) For the purposes of subsection (1)--
(a) a "person connected with a shareholder or a director"
shall have the same meaning as that assigned to a "person
connected with a director" in section 122A, except that
a reference to a member of that shareholder's or director's
family shall be limited to that shareholder's or director's
spouse and child (including adopted child and stepchild);
and
(b) a reference to a shareholder of an acquiring company is
a reference to a shareholder who has a substantial
shareholding, as defined in section 69D, in the acquiring
company.
(5) If there is any contravention of this section, the acquiring
company and every director of the said company shall be guilty
of an offence against this Act save in respect of any arrangement
or transaction which is pending completion at the time of coming
into force of this section.
Penalty: Imprisonment for three years or fifty thousand ringgit
or both.
(6) This section shall not apply to--
(a) subscription of new shares in a company for cash
consideration;
(b) an arrangement or transaction for the acquisition of shares
or assets entered into by a company--
(i) and any of its wholly-owned subsidiaries;
(ii) and its holding company which holds all the issued
shares of the company; or
(iii) which is a wholly-owned subsidiary of a holding
company and another wholly-owned subsidiary
company of that same holding company;
(c) an acquisition of any asset, other than shares, by a company
from another company where the sale of the relevant
asset is part of the ordinary course of business of the
second-mentioned company;
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(d) an acquisition of shares or assets by a company made in
pursuance of a scheme of compromise or arrangement
approved by the Court under section 176; or
(e) an acquisition of shares made by a company in connection
with a takeover offer made in accordance with the relevant
law applicable to such offers.
Loans to directors
133. (1) A company (other than an exempt private company) shall
not make a loan to a director of the company or of a company
which by virtue of section 6 is deemed to be related to that company,
or enter into any guarantee or provide any security in connection
with a loan made to such a director by any other person but
nothing in this section shall apply--
(a) subject to subsection (2), to anything done to provide
such a director with funds to meet expenditure incurred
or to be incurred by him for the purposes of the company
or for the purpose of enabling him properly to perform
his duties as an officer of the company;
(b) to anything done to provide such a director who is engaged
in the full-time employment of the company or its holding
c o m p a n y , as the case may be, with funds to meet
expenditure incurred or to be incurred by him in purchasing
or otherwise acquiring a home; or
(c) to any loan made to such a director who is engaged in
the full-time employment of the company or its holding
company, as the case may be, where the company has at
a general meeting approved of a scheme for the making
of loans to employees of the company and the loan is in
accordance with that scheme.
(2) Paragraph (1)(a) or (b) shall not authorize the making of
any loan, or the entering into any guarantee, or the provision of
any security except--
(a) with the prior approval of the company given at a general
meeting at which the purposes of the expenditure and the
amount of the loan or the extent of the guarantee or
security, as the case may be, are disclosed; or
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(b) on condition that, if the approval of the company is not
given as aforesaid at or before the next following annual
general meeting, the loan shall be repaid or the liability
under the guarantee or security shall be discharged, as
the case may be, within six months from the conclusion
of that meeting.
(3) Where the approval of the company is not given as required
by any such condition, the directors authorizing the making of the
loan or the entering into the guarantee or the provision of the
security shall be jointly and severally liable to indemnify the
company against any loss arising therefrom.
(4) Where a company contravenes this section any director who
authorizes the making of any loan, the entering into of any guarantee
or the providing of any security contrary to this section shall be
guilty of an offence against this Act.
Penalty: *Ten thousand ringgit.
(5) Nothing in this section shall operate to prevent the company
from recovering the amount of any loan or amount for which it
becomes liable under any guarantee entered into or in respect of
any security given contrary to this section.
Prohibition of loans to persons connected with directors
133A. (1) Subject to the provisions of this section, a company
(other than an exempt private company) shall not--
(a) make a loan to any person connected with a director of
the company or of its holding company; or
(b) enter into any guarantee or provide any security in
connection with a loan made to such person by any other
person.
(2) This section shall not apply--
(a) to anything done by a company where the loan is made,
or the guarantee or security is provided in relation to a
loan made, to a subsidiary or holding company or a
subsidiary of its holding company;
*NOTE--Previously "one thousand ringgit"­see Companies (Amendment) Act 1985 [Act A616]
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(b) to a company whose ordinary business includes the lending
of money or the giving of guarantees in connection with
loans made by other persons, or to anything done by the
company in the ordinary course of that business, if the
activities of that company are regulated by any written
law relating to banking, finance companies or insurance
or are subject to supervision by Bank Negara Malaysia;
or
(c) to any loan made to a person connected with a director
who is engaged in the full-time employment of a company
or its related corporation, as the case may be--
(i) for the purpose of meeting expenditure incurred or
to be incurred by him in purchasing or otherwise
acquiring a home; or
(ii) in accordance with a scheme for the making of
loans to employees approved by the company in
general meeting.
(3) Nothing in this section shall operate to prevent the company
from recovering the amount of any loan or the amount for which
it becomes liable under any guarantee entered into or in respect
of any security provided in contravention of this section.
(4) Where a company contravenes this section, any director
who authorizes the making of any loan or the entering into of any
guarantee contrary to this section shall be guilty of an offence
against this Act.
Penalty: Ten thousand ringgit.
Register of directors' shareholdings, etc.
134. (1) A company shall keep a register showing with respect
to each director of the company particulars of--
(a) shares in the company or in a related corporation being
shares in which the director has an interest and the nature
and extent of that interest;
(b) debentures of or participatory interests made available
by the company or a related corporation being debentures
or participatory interests in which the director has an
interest and the nature and extent of that interest;
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(c) rights or options of the director or of the director and
other person in respect of the acquisition or disposal of
shares in, debentures of or participatory interests made
available by the company or a related corporation; and
(d) contracts to which the director is a party or under which
he is entitled to a benefit being contracts under which a
person has a right to call for or to make delivery of shares
in, debentures of or participatory interests made available
by the company or a related corporation.
(2) A company need not show in its register with respect to any
director particulars of shares in a related corporation, that is the
wholly-owned subsidiary of the company or of another corporation.
(3) A company that is a wholly-owned subsidiary of another
company shall be deemed to have complied with this section in
relation to a director who is a director of that other company if
the particulars required by this section to be shown in the register
of the first-mentioned company with respect to the director are
shown in the register of the second-mentioned company.
(4) (Deleted by Act A657).
(5) A company shall within three days after receiving notice
from a director under paragraph 135(1)(a) enter in its register in
relation to the director the particulars referred to in subsection (1)
including the number and description of shares, debentures,
participatory interests, rights, options and contracts to which the
notice relates and in respect of shares, debentures, participatory
interests, rights or options acquired or contracts entered into after
he became a director--
(a) the price or other consideration for the transaction, if
any, by reason of which an entry is required to be made
under this section; and
(b) the date of--
(i) the agreement for the transaction or if it is later,
the completion of the transaction; or
(ii) where there was no transaction, the occurrence of
the event by reason of which an entry is required
to be made under this section.
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(6) A company shall, within three days after receiving a notice
from a director under paragraph 135(1)(b), enter in its register the
particulars of the change referred to in the notice.
(7) A company is not, by reason of anything done under this
section, to be deemed for any purpose to have notice of or to be
put upon inquiry as to the right of a person to or in relation to,
a share in, debenture of or participatory interest made available by
the company.
(8) A company shall, subject to this section, keep its register
at the registered office of the company and the register shall be
open for inspection by a member of the company without charge
and by any other person on payment of a prescribed fee.
(9) Any person may request a company to furnish him with a
copy of its register or any part of its register on payment in
advance of a prescribed fee and the company shall send the copy
to that person within twenty-one days or such longer period as the
Registrar thinks fit after the day on which the request is received
by the company.
(10) The Registrar may, at any time in writing, require a company
to furnish him with a copy of its register or any part of its register
and the company shall furnish the copy within seven days after the
day on which the requirement is received by the company.
(11) A company shall produce its register at the commencement
of each annual general meeting of the company and keep it open
and accessible during the meeting to all persons attending the
meeting.
(12) In this section--
(a) a reference to a participatory interest is a reference to an
interest within the meaning of section 84; and
(b) a reference to a person who holds or acquires share,
debentures or participatory interests or an interest in shares,
debentures or participatory interests includes a reference
to a person who under an option holds or acquires a right
to acquire or dispose of a share, debenture or participatory
interest or an interest in a share, debenture or participatory
interest.
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(13) In determining, for the purposes of this section, whether
a person has an interest in a debenture or participatory interest the
provisions of section 6A, except for subsections (1) and (3) of that
section, have effect and in applying those provisions, a reference
to share shall be read as a reference to a debenture or participatory
interest.
(14) If default is made in complying with this section the company
and every officer of the company who is in default shall be guilty
of an offence against this Act.
Penalty: Imprisonment for three years or fifteen thousand ringgit.
Default penalty.
General duty to make disclosure
135. (1) A director of a company shall give notice in writing to
the company--
(a) of such particulars relating to shares, debentures,
participatory interests, rights, options and contracts as
are necessary for the purposes of compliance by the first-
mentioned company with section 134;
(b) of particulars of any change in respect of the particulars
referred to in paragraph (a) of which notice has been
given to the company including the consideration, if any,
received as a result of the event giving rise to the change;
(c) of such events and matters affecting or relating to himself
as are necessary for the purposes of compliance by the
company with the requirements of this Act; and
(d) if he is a director of a public company or of a subsidiary
of a public company of the date on which he attains or
will attain the age of seventy.
Penalty: Imprisonment for three years or fifteen thousand ringgit.
(2) A person required to give notice under subsection (1) shall
give the notice--
(a) in the case of a notice under paragraph (1)(a), within
fourteen days after--
(i) the coming into operation of this section;
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(ii) the date on which the director became a director;
or
(iii) the date on which the director acquired an interest
in the shares, debentures, participatory interests,
rights, options or contracts;
(b) in the case of a notice under paragraph (1)(b), within
fourteen days after the occurrence of the event giving
rise to the change referred to in that paragraph; and
(c) in the case of a notice under paragraph (1)(d), within
fourteen days after--
(i) the coming into operation of this section; or
(ii) the date on which the director became a director.
(2A) A person required to give notice under subsection (1) of
any matters relating to shares or debentures which are listed on
the official list of a Stock Exchange as defined in the Securities
Industry Act 1983 shall, on the day on which he gives that notice,
serve a copy of the notice on the Stock Exchange and the Stock
Exchange may publish, in any manner as it may determine, any
information contained in that notice.
Penalty: Ten thousand ringgit.
Default penalty: Five hundred ringgit.
(3) A company shall within seven days of receiving a notice
given under subsection (1) send a copy of the notice to each of
the other directors of the company.
Penalty: Ten thousand ringgit.
Default penalty: Five hundred ringgit.
(4) In this section a reference to a participatory interest is a
reference to an interest within the meaning of section 84.
(5) In determining, for the purposes of this section, whether a
person has an interest in a debenture or participatory interest section
6A, save for subsections (1) and (3) of that section, have effect and
in applying those provisions a reference to a share shall be read
as a reference to a debenture or participatory interest.
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Prohibition of tax-free payments to directors
136. (1) A company shall not pay a director remuneration (whether
as director or otherwise) free of income tax, or otherwise calculated
by reference to or varying with the amount of his income tax, or
the rate of income tax, except under a contract which was in force
before the commencement of this Act, and which provides expressly,
and not by reference to the articles, for payment of such remuneration.
(2) Any provision contained in a company's articles, or in any
contract other than a contract referred to in subsection (1) or in
any resolution of a company or of a company's directors for payment
to a director of remuneration free of income tax or otherwise
calculated by reference to or varying with the amount of his income
tax or the rate of income tax shall have effect as if it provided for
payment as a gross sum subject to income tax, of the net sum for
which it actually provides.
(3) This section shall not apply to remuneration due before the
commencement of this Act or in respect of a period before the
commencement of this Act.
(4) Where a company contravenes this section the company and
every officer of the company who is in default shall be guilty of
an offence against this Act.
Penalty: Imprisonment for *three years or ten thousand ringgit.
Payments to director for loss of office, etc.
137. (1) It shall not be lawful--
(a) for a company to make to any director any payment by
way of compensation for loss of office as an officer of
that company or of a subsidiary of that company or as
consideration for or in connection with his retirement
from any such office; or
(b) for any payment to be made to any director of a company
in connection with the transfer of the whole or any part
of the undertaking or property of the company,
unless particulars with respect to the proposed payment (including
the amount thereof) have been disclosed to the members of the
company and the proposal has been approved by the company in
general meeting and when any such payment has been unlawfully
made the amount received by the director shall be deemed to have
been received by him in trust for the company.
*NOTE--Previously "one year or two thousand five hundred ringgit"­see Companies (Amendment)
Act 1986 [Act A657].
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(2) Where such a payment is to be made to a director in connection
with the transfer to any person, as a result of an offer made to
shareholders, of all or any of the shares in the company, that
director shall take all reasonable steps to secure that particulars
with respect to the proposed payment, including the amount thereof,
shall be included in or sent with any notice of the offer made for
their shares which is given to any shareholders, unless those particulars
are furnished to the shareholders in accordance with the relevant
law applicable to takeovers.
(3) A director who fails to comply with subsection (2) and a
person who has been properly required by a director to include in
or send with any notice under this section the particulars required
by that subsection and who fails so to do, shall be guilty of an
offence against this Act, and if the requirements of that subsection
are not complied with any sum received by the director on account
of the payment shall be deemed to have been received by him in
trust for any person who has sold his shares as a result of the offer
made.
(4) If in connection with any such transfer the price to be paid
to a director of the company whose office is to be abolished or
who is to retire from office for any shares in the company held
by him is in excess of the price which could at the time have been
obtained by other holders of the like shares or any valuable
consideration is given to any such director, the excess or the
money value of the consideration, as the case may be, shall, for
the purposes of this section, be deemed to have been a payment
made to him by way of compensation for loss of office or as
consideration for or in connection with his retirement from office.
As to payments to directors
(5) Any reference in this section to payments to any director of
a company by way of compensation for loss of office or as
consideration for or in connection with his retirement from office
shall not include--
(a) any payment under an agreement entered into before the
commencement of the relevant repealed written laws;
(b) any payment under an agreement, particulars whereof
have been disclosed to and approved by special resolution
of the company;
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(c) any bona fide payment by way of damages for breach of
contract;
(d) any bona fide payment by way of pension or lump sum
p a y m e n t in respect of past services, including any
superannuation or retiring allowance, superannuation,
gratuity or similar payment, where the value or amount
of the pension or payment (except so far as it is attributable
to contributions made by the director) does not exceed
the total emoluments of the director in the three years
immediately preceding his retirement or death; or
(e) any payment to a director pursuant to an agreement made
between the company and him before he became a director
of the company as the consideration or part of the
consideration for the director agreeing to serve the company
as a director.
(6) This section shall be in addition to and not in derogation of
any rule of law requiring disclosure to be made with respect to any
such payments or any other like payment.
(7) In this section "director" includes any person who has at
any time been a director of the company or of a corporation which
is by virtue of section 6 deemed to be related to the company.
Provisions as to assignment of office
138. (1) If in the case of any public company provision is made
by the articles or by any agreement entered into between any
person and the company for empowering a director or manager of
the company to assign his office as such to another person, any
such assignment of office shall, notwithstanding anything in the
said provision, be of no effect until approved by a special resolution
of the company.
(2) This section shall not be construed so as to prevent the
appointment by a director (if authorized by the articles and subject
thereto) of an alternate or substitute director to act for or on behalf
of the director during his inability for any time to act as director.
Secretary
139. (1) Every company shall have one or more secretaries each
of whom shall be a natural person of full age who has his principal
or only place of residence in Malaysia.
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(1A) The first secretary of a company shall be named in the
memorandum or articles of the company.
(1B) The office of secretary of a company shall not be left
vacant for more than one month at any one time.
(1C) Notwithstanding subsection (1B), where none of the directors
of the company can be communicated with at the last-known
residential address, the secretary may, notwithstanding subsection
141(6), lodge with the Registrar a notice in the prescribed form
notifying the Registrar of that fact and of his intention to vacate
the office of secretary.
(1D) Where the secretary has lodged a notice in accordance
with subsection (1C), the secretary shall cease to be the secretary
of the company on the expiry of one month from the date of the
notice.
(1E) Nothing in subsections (1C) and (1D) shall relieve the secretary
from liability for any act or omission done before the secretary
vacated that office.
(2) Subsection (1) shall not operate to prevent a corporation
which was acting as the secretary of a company immediately before
the commencement of this Act from continuing to act as secretary
o f that company for a period of twelve months after the
commencement of this Act.
(3) The secretary shall be appointed by the directors and at least
one of those secretaries shall be present at the registered office of
the company by himself or his agent or clerk on the days and the
hours during which the registered office is to be accessible to the
public.
(4) Subject to subsection (1B), anything required or authorized
to be done by or in relation to the secretary may, if the office is
vacant or for any other reason the secretary is not capable of
acting, be done by or in relation to any assistant or deputy secretary
or, if there is no assistant or deputy secretary capable of acting,
by or in relation to any officer of the company authorized generally
or specially in that behalf by the directors.
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(5) A provision requiring or authorizing a thing to be done by
or in relation to a director and the secretary shall not be satisfied
by its being done by or in relation to the same person acting both
as director and as, or in place of, the secretary.
(6) Every person shall, before he is appointed a secretary of a
company, make a declaration in the prescribed form that he is not
in contravention of sections 139A and 139C and that he consents
to act as a secretary of the company.
Qualification for company secretary
No person shall act as a secretary of a company unless --
139A.
(a) he is a member of a professional body, or any other body,
which has for the time being been prescribed by the
Minister by notification published in the Gazette; or
(b) he is licensed by the Registrar for that purpose:
Provided that a person who is a secretary of the company before
the coming into operation of this section and who is not a member
of a professional or other body as prescribed by the Minister may
continue to act as the secretary for the company for a period of
not more than twelve months after the coming into operation of
t h i s section unless he has obtained a licence pursuant to
paragraph (b).
Licence to act as company secretary
139B. (1) For the purpose of paragraph 139A(b), an application
for a licence shall be made to the Registrar in the prescribed form
and manner.
(2) The Registrar may require an applicant to supply him with
such further information as he considers necessary in relation to
the application.
(3) The Registrar shall only grant or renew the licence if--
(a) after consideration of the character, qualification and
experience of the applicant; and
(b) after consideration of the interest of the public,
he is of the opinion that the applicant is a fit and proper person
to hold a licence.
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(4) Every licence granted under this section, including a renewal
of the licence, shall be in force for a period of three years after
the date of the issue thereof, unless sooner revoked by the Registrar.
(5) An application for renewal of a licence shall be made not
later than thirty days before the expiry of the licence.
(6) Notwithstanding subsection (5), where an application for
the renewal of a licence is made less than thirty days but before
the expiry date of the licence, the Registrar may for any special
reasons he deems fit accept such application for consideration.
Disqualification
139C. (1) A person shall be disqualified to act as a secretary if--
(a) he is an undischarged bankrupt;
(b) he is convicted whether within or without Malaysia of
any offence mentioned in subsection 130(1);
(c) he ceases to be a member of the body prescribed by the
Minister under section 139A; or
(d) he ceases to be a holder of a valid licence issued under
section 139B.
(2) Notwithstanding subsection (1), the Registrar may require
a person to show cause why his licence issued under section 139B
should not be revoked or why he should not be disqualified from
acting as a secretary of a company, if he is of the opinion that that
person has failed to act honestly or has failed to use reasonable
diligence in the discharge of his duties as a secretary.
(3) If a person continues to act as a secretary for a company
after he is so disqualified under this section without leave of the
Court, he and every director who knowingly permits him to act in
that capacity shall be guilty of an offence.
Appeal
139D. (1) A person who is aggrieved by any decision of the Registrar
under sections 139B and 139C may appeal to the Minister within
thirty days of the decision of the Registrar.
(2) In any appeal under this section, the decision of the Minister
shall be final and shall be given effect to by the Registrar.
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Provisions indemnifying directors or officers
140. (1) Any provision, whether contained in the articles or in
any contract with a company or otherwise, for exempting any
officer or auditor of the company from, or indemnifying him against,
any liability which by law would otherwise attach to him in respect
of any negligence, default, breach of duty or breach of trust, of
which he may be guilty in relation to the company, shall be void.
(2) Notwithstanding anything in this section a company may
pursuant to its articles or otherwise indemnify any officer or auditor
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
in relation thereto in which relief is under this Act granted to him
by the Court.
Register of directors, managers and secretaries
141. (1) Every company shall keep at its registered office a register
of its directors, managers and secretaries.
(2) The register shall contain with respect to each director his
consent in writing to appointment as such and shall specify--
(a) his present full name, any former name, his usual residential
address, his date of birth, and his business occupation,
if any, and identification, if any; and
(b) particulars of any other directorships of public companies
or companies which are subsidiaries of public companies
held by the director, but it shall not be necessary for the
register to contain particulars of directorships held by a
director in a company that by virtue of section 6 is deemed
to be related to that company.
(3) Where a person is a director in one or more subsidiaries of
the same holding company it shall be sufficient compliance with
subsection (2) if it is disclosed that the person is the holder of one
or more directorships in that group of companies and the group
may be described by the name of the holding company with the
addition of the word "Group".
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(4) The register shall specify with respect to each manager and
secretary his full name, identification and residential address and
other occupation, if any.
(5) The register shall be open to the inspection of any member
of the company without charge and of any other person on payment
of two ringgit, or such less sum as the company requires, for each
inspection.
(6) The company shall lodge with the Registrar--
(a) within one month after incorporation, a return in the
prescribed form containing the particulars required to be
specified in the register;
(b) within one month after a person ceases to be, or becomes,
a director of the company, a return in the prescribed form
notifying the Registrar of the change and containing,
with respect to each then director of the company, the
particulars required to be specified in the register;
(c) within one month after a person becomes a manager or
secretary of the company, a return in the prescribed form
notifying the Registrar of that fact and specifying the full
name, address and other occupation, if any, of that person;
(d) within one month after a person ceases to be a manager
or secretary of the company, a return in the prescribed
form notifying the Registrar of that fact; and
(e) within one month of any change in the name, residential
address and other prescribed particulars of any director,
manager or secretary a notice in the prescribed form
notifying the Registrar of the new name, residential address
and other prescribed particulars of that person.
(7) If default is made in complying with this section the company
and every officer of the company who is in default shall be guilty
of an offence against this Act.
Penalty: *One thousand ringgit. Default penalty.
(8) A certificate of the Registrar stating that from any return
lodged with the Registrar pursuant to this section it appears that
at any time specified in the certificate any person was a director,
manager or secretary of a specified company shall, in all courts
*NOTE--Previously "two hundred and fifty ringgit"­see Companies (Amendment) Act 1985
[Act A616].
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and by all persons having power to take evidence for the purposes
of this Act, be received as prima facie evidence of the facts stated
therein and for the purposes of this subsection a person who appears
from any return so lodged to be a director, manager or secretary
of a company shall be deemed to continue as such until by a
subsequent return so lodged or by a notification of change in the
prescribed form so lodged it appears that he has ceased to be such
a director, manager or secretary.
(9) In this section, "identification" means, in the case of any
person issued with an identity card, the number of the identity
card, in the case of a person not issued with an identity card,
particulars of passport or such other similar evidence of identification
as is available, if any.
(10) In this section "director" includes an alternate, substitute
or local director.
DIVISION 3
MEETINGS AND PROCEEDINGS
Statutory meeting and statutory report
142. (1) Every public company that is a limited company and has
a share capital shall, within a period of not less than one month
and not more than three months after the date at which it is entitled
to commence business, hold a general meeting of the members of
the company to be called the "statutory meeting".
(2) The directors shall at least seven days before the day on
which the meeting is to be held forward a report to be called the
"statutory report" to every member of the company.
(3) The statutory report shall be certified by not less than two
directors of the company and shall state--
(a) the total number of shares allotted distinguishing shares
allotted as fully or partly paid up otherwise than in cash,
and stating in the case of shares partly paid up the extent
to which they are so paid up, and in either case the
consideration for which they have been allotted;
(b) the total amount of cash received by the company in
respect of all the shares allotted and so distinguished;
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(c) an abstract of the receipts of the company and of the
payments made thereout up to a date within seven days
of the date of the report exhibiting under distinctive headings
the receipts from shares and debentures and other sources
the payments made thereof and particulars concerning
the balance remaining in hand, and an account or estimate
of the preliminary expenses;
(d) the names and addresses and descriptions of the directors,
trustees for holders of debentures, if any, auditors, if any,
managers, if any, and secretaries of the company; and
(e) the particulars of any contract, the modification of which
is to be submitted to the meeting for its approval together
with the particulars of the modification or proposed
modification.
(4) The statutory report shall, so far as it relates to the shares
allotted and to the cash received in respect of those shares and to
the receipts and payments on capital account, be examined and
reported upon by the auditors, if any.
(5) The directors shall cause a copy of the statutory report and
the auditor's report, if any, to be lodged with the Registrar at least
seven days before the date of the statutory meeting.
(6) The directors shall cause a list showing the names and
addresses of the members and the number of shares held by them
respectively to be produced at the commencement of the meeting
and to remain open and accessible to any member during the
continuance of the meeting.
(7) The members present at the meeting shall be at liberty to
discuss any matter relating to the formation of the company or
arising out of the statutory report, whether previous notice has
been given or not, but no resolution of which notice has not been
given in accordance with the articles may be passed.
(8) The meeting may adjourn from time to time and at any
adjourned meeting any resolution of which notice has been given
in accordance with the articles either before or subsequently to the
former meeting may be passed and the adjourned meeting shall
have the same powers as an original meeting.
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(9) The meeting may by ordinary resolution appoint a committee
of inquiry, and at any adjourned meeting a special resolution may
be passed that the company be wound up if notwithstanding any
other provision of this Act at least seven days notice of intention
to propose the resolution has been given to every member of the
company.
(10) In the event of any default in complying with this section
every officer of the company who is in default and every director
of the company who fails to take all reasonable steps to secure
compliance with this section shall be guilty of an offence against
this Act.
Penalty: *Five thousand ringgit:
Default penalty: One hundred ringgit.
Annual general meeting
143. (1) A general meeting of every company to be called the
"annual general meeting" shall in addition to any other meeting
be held once in every calendar year and not more than fifteen
months after the holding of the last preceding annual general
meeting, but so long as a company holds its first annual general
meeting within eighteen months of its incorporation, it need not
hold it in the year of its incorporation or in the following year.
(2) Notwithstanding subsection (1) the Registrar on the application
of the company, may if for any special reason he thinks fit so to
do, extend the period of fifteen months or eighteen months referred
to in that subsection, notwithstanding that such period is so extended
beyond the calendar year.
(3) Subject to notice being given to all persons entitled to receive
notice of the meeting a general meeting may be held at any time
and the company may resolve that any meeting held or summoned
to be held shall be at the annual general meeting of the company.
(4) If default is made in holding an annual general meeting--
(a) the company and every officer of the company who is in
default shall be guilty of an offence against this Act;
Penalty: Five thousand ringgit.
Default penalty: One hundred ringgit; and
(b) the Court may on the application of any member order
a general meeting to be called.
*NOTE--Previously "two hundred and fifty ringgit"­see Companies (Amendment) Act 1985
[Act A616].
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Convening of extraordinary general meeting on requisition
144. (1) The directors of a company, notwithstanding anything in
its articles, shall on the requisition of members holding at the
date of the deposit of the requisition not less than one-tenth of
such of the paid-up capital as at the date of the deposit carries the
right of voting at general meetings or, in the case of a company
not having a share capital, of members representing not less
than one-tenth of the total voting rights of all members having at
t h a t date a right to vote at general meetings, forthwith
proceed duly to convene an extraordinary general meeting of the
company to be held as soon as practicable but in any case not
later than two months after the receipt by the company of the
requisition.
(2) The requisition shall state the objects of the meeting and
shall be signed by the requisitionists and deposited at the registered
office of the company, and may consist of several documents in
like form each signed by one or more requisitionists.
(3) If the directors do not within twenty-one days after the date
of the deposit of the requisition proceed to convene a meeting the
requisitionists, or any of them representing more than one-half of
the total voting rights of all of them, may themselves, in the same
manner as nearly as possible as that in which meetings are to be
convened by directors convene a meeting, but any meeting so
convened shall not be held after the expiration of three months
from that date.
(4) Any reasonable expenses incurred by the requisitionists
by reason of the failure of the directors to convene a meeting
shall be paid to the requisitionists by the company, and any sum
so paid shall be retained by the company out of any sums due or
t o become due from the company by way of fees or other
remuneration in respect of their services to such of the directors
as were in default.
(5) A meeting at which a special resolution is to be proposed
shall be deemed not to be duly convened by the directors if they
do not give such notice thereof as is required by this Act in the
case of special resolutions.
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Calling of meetings
145. (1) Two or more members holding not less than one-tenth
of the issued share capital or, if the company has not a share
capital, not less than five per centum in number of the members
of the company or such lesser number as is provided by the articles
may call a meeting of the company.
(2) A meeting of a company or of a class of members, other
than a meeting for the passing of a special resolution, shall be
called by notice in writing of not less than fourteen days or such
longer period as is provided in the articles.
(3) A meeting shall, notwithstanding that it is called by notice
shorter than is required by subsection (2) be deemed to be duly
called if it is so agreed--
(a) in the case of a meeting called as the annual general
meeting, by all the members entitled to attend and vote
thereat; or
(b) in the case of any other meeting, by a majority in number
of the members having a right to attend and vote thereat,
being a majority which together holds not less than ninety-
five per centum in nominal value of the shares giving a
right to attend and vote or, in the case of a company not
having a share capital, together represents not less than
ninety-five per centum of the total voting rights at that
meeting of all the members.
(4) So far as the articles do not make other provision in that
behalf notice of every meeting shall be served on every member
having a right to attend and vote thereat in the manner in which
notices are required to be served by Table A.
(5) The accidental omission to give notice of a meeting to, or
the non-receipt of notice of a meeting by, any member shall not
invalidate proceedings at a meeting.
Place of meeting
145A.  Where any meeting (including an adjourned meeting) is
required to be held under this Division it shall be held in the State
where its registered office is situated.
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Articles as to right to demand a poll
146. (1) Any provision contained in a company's articles shall be
void so far as it would have the effect--
(a) of excluding the right to demand a poll at a general
meeting on any question or matter other than the election
of the chairman of the meeting or the adjournment of the
meeting;
(b) of making ineffective a demand for a poll on any question
or matter other than the election of the chairman of the
meeting or the adjournment of the meeting that is made--
(i) by not less than five members having the right to
vote at the meeting;
(ii) by a member representing not less than one-tenth
of the total voting rights of all the members having
the right to vote at the meeting; or
(iii) by a member holding shares in the company
conferring a right to vote at the meeting, being
shares on which an aggregate sum has been paid
up equal to not less than one-tenth of the total
sum paid up on all the shares conferring that right;
or
(c) of requiring the instrument appointing a proxy or any
other document necessary to show the validity of or
otherwise relating to the appointment of a proxy to be
received by the company or any other person more than
f o r t y - e i g h t hours before a meeting or adjourned
meeting in order that the appointment may be effective
thereat.
(2) The instrument appointing a proxy to vote at a meeting of
a company shall be deemed to confer authority to demand or join
in demanding a poll, and for the purposes of subsection (1) a
demand by a person as proxy for a member of the company shall
be deemed to be the same as a demand by the member.
(3) A person entitled to vote on a poll at a meeting shall be
deemed to be a person entitled to vote for the purposes of this Act.
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Quorum, chairman, voting, etc., at meetings
147. (1) So far as the articles do not make other provision in that
behalf and subject to section 55--
(a) two members of the company, personally present shall be
a quorum;
(b) any member elected by the members present at a meeting
may be chairman thereof;
(c) in the case of a company having a share capital--
(i) on a show of hands each member who is personally
present and entitled to vote shall have one vote;
and
(ii) on a poll each member shall have one vote in
respect of each share held by him and where all
or part of the share capital consists of stock or
units of stock each member shall have one vote
in respect of the stock or units of stock held by
him which is or are or were originally equivalent
to one share; and
(d) in the case of a company not having a share capital every
member shall have one vote.
(2) On a poll taken at a meeting a person entitled to more than
one vote need not, if he votes, use all his votes or cast all the votes
he uses in the same way.
(3) A corporation may by resolution of its directors or other
governing body--
(a) if it is a member of a company, authorize such person
as it thinks fit to act as its representative, either at a
particular meeting or at all meetings of the company or
of any class of members; or
(b) if it is a creditor (including a holder of debentures) of a
company, authorize such person as it thinks fit to act as
its representative either at a particular meeting or at all
meetings of any creditors of the company,
and a person so authorized shall, in accordance with his authority
and until his authority is revoked by the corporation be entitled
to exercise the same powers on behalf of the corporation as the
corporation could exercise if it were an individual member, creditor
or holder of debentures of the company.
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(4) Where--
(a) a person present at a meeting is authorized to act as the
representative of a corporation at the meeting by virtue
of an authority given by the corporation under subsection
(3); and
(b) the person is not otherwise entitled to be present at the
meeting,
the corporation shall, for the purposes of subsection (1), be deemed
to be personally present at the meeting.
(5) A certificate under the seal of the corporation shall be prima
facie evidence of the appointment or of the revocation of the
appointment, as the case may be, of a representative pursuant to
subsection (3).
(6) Where a holding company is beneficially entitled to the
whole of the issued shares of a subsidiary and a minute is signed
by a representative of the holding company authorized pursuant
to subsection (3) stating that any act, matter, or thing, or any
ordinary or special resolution, required by this Act or by the
memorandum or articles of the subsidiary to be made, performed,
or passed by or at an ordinary general meeting or an extraordinary
general meeting of the subsidiary has been made, performed, or
passed, that act, matter, thing, or resolution shall, for all purposes,
be deemed to have been duly made, performed, or passed by or
at an ordinary general meeting, or as the case requires, by or at
an extraordinary general meeting of the subsidiary.
(7) Where by or under this Act any notice, copy of a resolution,
or other document relating to any matter is required to be lodged
by a company with the Registrar, and a minute referred to in
subsection (6) is signed by the representative in pursuance of that
subsection and the minutes relates to such a matter the company
shall, within one month after the signing of the minute, lodge a
copy thereof with the Registrar.
As to member's rights at meetings
1 4 8 . ( 1 ) S u b j e c t to subsection (2), every member shall
notwithstanding any provision in the memorandum or articles have
a right to attend any general meeting of the company and to speak
and vote on any resolution before the meeting:
Provided that the company's articles may provide that a member
shall not be entitled to vote unless all calls or other sums personally
payable by him in respect of shares in the company have been
paid.
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(2) Notwithstanding subsection (1), the articles may provide
that the right of holders of preference shares to attend and vote
at a general meeting of the company may be suspended upon such
conditions as may be specified:
Provided that any preference shares issued after the commencement
of this Act shall carry the right to attend any general meeting and
in a poll thereat to at least one vote for each ringgit or part of a
ringgit that is paid up on each share--
(a) during such period as the preferential dividend or any
part thereof remains in arrear and unpaid, such period
starting from a date not more than twelve months, or
such lesser period as the articles may provide, after the
due date of the dividend;
(b) upon any resolution which varies the rights attached to
such shares; or
(c) upon any resolution for the winding up of the company.
(3) For the purposes of subsection (2), a dividend shall be
deemed to be due on the date appointed in the articles for the
payment of the dividend for any year or other period, or if no such
date is appointed, upon the day immediately following the expiration
of the year or other period and whether or not such dividend shall
have been earned or declared.
Proxies
149. (1) A member of a company entitled to attend and vote at
a meeting of the company, or at a meeting of any class of members
of the company, shall be entitled to appoint another person (whether
a member or not) as his proxy to attend and vote instead of the
member at the meeting and a proxy appointed to attend and vote
instead of a member shall also have the same right as the member
to speak at the meeting, but unless the articles otherwise provide--
(a) a proxy shall not be entitled to vote except on a poll;
(b) a member shall not be entitled to appoint a person who
is not a member as his proxy unless that person is an
advocate, an approved company auditor or a person
approved by the Registrar in a particular case;
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(c) a member shall not be entitled to appoint more than two
proxies to attend and vote at the same meeting; and
(d) where a member appoints two proxies the appointments
shall be invalid unless he specifies the proportions of his
holdings to be represented by each proxy.
(2) In every notice calling a meeting of a company or a meeting
of any class of members of a company there shall appear with
reasonable prominence a statement as to the rights of the member
to appoint proxies to attend and vote instead of the member, and
that a proxy need not also be a member; and if default is made
in complying with this subsection as respects any meeting, every
officer of the company who is in default shall be guilty of an
offence against this Act.
(3) Any person who authorizes or permits an invitation to appoint
as proxy a person or one of a number of persons specified in the
invitation to be issued at the company's expense to some only of
the members entitled to be sent a notice of the meeting and to vote
thereat by proxy shall be guilty of an offence against this Act.
Penalty: *Two thousand ringgit.
(4) No person shall be guilty of an offence under subsection (3)
by reason only of the issue to a member at his request of a form
of appointment naming the proxy or a list of persons willing to
act as proxies if the form or list is available on request in writing
to every member entitled to vote at the meeting by proxy.
(5) Any person who authorizes or permits an invitation to appoint
as proxy a person or one of a number of persons specified in the
invitation to be issued or circulated shall be guilty of an offence
against this Act unless the invitation is accompanied by a form of
proxy which shall entitle the member to direct the proxy to vote
either for or against the resolution.
Power of Court to order meeting
150.  If for any reason it is impracticable to call a meeting in any
manner in which meetings may be called or to conduct the meeting
in the manner prescribed by the articles or this Act the Court may,
either of its own motion or on the application of any director or
of any member who would be entitled to vote at the meeting or
*NOTE--Previously "five hundred ringgit"­see Companies (Amendment) Act 1986 [Act A657].
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of the personal representative of any such member, order a meeting
to be called, held and conducted in such manner as the Court
thinks fit, and may give such ancillary or consequential directions
as it thinks expedient, including a direction that one member present
in person or by proxy shall be deemed to constitute a meeting or
that the personal representative of any deceased member may
exercise all or any of the powers that the deceased member could
have exercised if he were present at the meeting.
Circulation of members' resolutions, etc.
151. (1) Subject to this section a company shall on the requisition
in writing of such number of members of the company as is
specified in subsection (2) and (unless the company otherwise
resolves) at the expense of the requisitionists--
(a) give to the members of the company entitled to receive
notice of the next annual general meeting notice of any
resolution which may properly be moved and is intended
to be moved at that meeting; and
(b) circulate to members entitled to have notice of any general
meeting sent to them any statement of not more than one
thousand words with respect to the matter referred to in
any proposed resolution or the business to be dealt with
at that meeting.
(2) The number of members necessary for a requisition under
subsection (1) shall be--
(a) any number of members representing not less than one-
twentieth of the total voting rights of all the members
having at the date of the requisition a right to vote at the
meeting to which the requisition relates; or
(b) not less than one hundred members holding shares in the
company on which there has been paid up an average
sum, per member, of not less than five hundred ringgit.
(3) Notice of a resolution referred to in subsection (1) shall be
given, and any statement so referred to shall be circulated, to
members of the company entitled to have notice of the meeting
sent to them by serving a copy of the resolution or statement on
each member in any manner permitted for service of notice of the
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meeting, and notice of the resolution shall be given to any other
member of the company by giving notice of the general effect of
the resolution in any manner permitted for giving him notice of
meetings of the company, and the copy shall be served, or notice
of the effect of the resolution shall be given, as the case may be,
in the same manner and, so far as practicable, at the same time
as notice of the meeting and, where it is not practicable for it to
be served or given at that time, it shall be served or given as soon
as practicable thereafter.
(4) A company shall not be bound under this section to give
notice of any resolution or to circulate any statement unless--
(a) a copy of the requisition signed by the requisitionists (or
two or more copies which between them contain the
signatures of all the requisitionists) is deposited at the
registered office of the company--
(i) in the case of a requisition requiring notice of a
resolution, not less than six weeks before the
meeting; and
(ii) in the case of any other requisition, not less than
one week before the meeting; and
(b) there is deposited or tendered with the requisition a sum
reasonably sufficient to meet the company's expenses in
giving effect thereto,
but if, after a copy of a requisition requiring notice of a resolution
has been deposited at the registered office of the company, an
annual general meeting is called for a date six weeks or less after
the copy has been deposited, the copy though not deposited within
the time required by this subsection shall be deemed to have been
properly deposited for the purposes thereof.
(5) The company shall not be bound under this section to circulate
any statement if, on the application either of the company or of
any other person who claims to be aggrieved, the Court is satisfied
that the rights conferred by this section are being abused to secure
needless publicity for defamatory matter and the Court may order
the company's costs on an application under this section to be paid
in whole or in part by the requisitionists, notwithstanding that they
are not parties to the application.
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(6) Notwithstanding anything in the company's articles, the
business which may be dealt with at an annual general meeting
shall include any resolution of which notice is given in accordance
with this section, and for the purposes of this subsection notice
shall be deemed to have been so given notwithstanding the accidental
omission, in giving it, of one or more members.
(7) In the event of any default in complying with this section,
the company and every officer of the company who is in default
shall be guilty of an offence against this Act.
Penalty: *Ten thousand ringgit.
Special resolutions
152. (1) A resolution shall be a special resolution when it has
been passed by a majority of not less than three-fourths of such
members as being entitled so to do vote in person or, where
proxies are allowed, by proxy, at a general meeting of which not
less than twenty-one days' notice specifying the intention to propose
the resolution as a special resolution has been duly given.
(2) Notwithstanding subsection (1), if it is so agreed by a majority
in number of the members having the right to attend and vote at
the meeting, being a majority which together holds not less than
ninety-five per centum in nominal value of the shares giving that
right or, in the case of a company not having a share capital,
together represents not less than ninety-five per centum of the total
voting rights that could be exercised at that meeting, a resolution
may be proposed and passed as a special resolution at a meeting
of which less than twenty-one days' notice has been given.
(3) At any meeting at which a special resolution is submitted
a declaration of the chairman that the resolution is carried shall
unless a poll is demanded be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded
in favour of or against the resolution.
(4) At any meeting at which a special resolution is submitted
a poll shall be deemed to be effectively demanded if demanded--
(a) by such number of members for the time being entitled
under the articles to vote at the meeting as is specified
in the articles, but it shall not in any case be necessary
for more than five members to make the demand;
*NOTE--Previously "two thousand five hundred ringgit"­see Companies (Amendment) Act 1986
[Act A657].
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(b) if no such provision is made by the articles, by three
members so entitled, or by one member or two members
so entitled, if that member holds or those two members
together hold not less than ten per centum of the paid-
up share capital of the company or if that member represents
or those two members together represent not less than
one-tenth of the total voting rights of all the members
having a right to vote at the meeting.
(5) In computing the majority on a poll demanded on the question
that a special resolution be passed reference shall be had to the
number of votes cast for and against the resolution and to the
number of votes to which each member is entitled by this Act or
the articles of the company.
(6) For the purposes of this section notice of a meeting shall
be deemed to be duly given and the meeting shall be deemed to
be duly held when the notice is given and the meeting held in
manner provided by this Act or by the articles.
Transitory provisions
(7) Any extraordinary resolution, duly and appropriately passed
before the commencement of this Act, shall for the purposes of
this Act be treated as a special resolution.
(8) Where in the case of a company incorporated before the
commencement of this Act any matter is required or permitted to
be done by extraordinary resolution that matter may be done by
special resolution.
Resolution signed by all members deemed to be duly passed at
meeting
152A. (1) Notwithstanding anything to the contrary in this Act
or the articles of the company, a resolution in writing signed
by or on behalf of all persons for the time being entitled to
receive notice of, and to attend and vote at general meetings
of a company shall, for the purposes of this Act and the articles
of the company, be treated as a resolution duly passed at a
general meeting of the company and, where relevant, as a special
resolution so passed.
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(2) Any such resolution shall be deemed to have been passed
at a meeting held at the registered office on the date on which it
was signed by the last member.
(3) This section shall not be construed as requiring that the
persons signing a resolution under this section shall sign the same
document containing the resolution; but where two or more documents
are used for the purpose of obtaining signatures under this section
in respect of any resolution, each such document shall be certified
in advance by the secretary of the company as containing the true
and correct version of the proposed resolution.
Resolution requiring special notice
153.  Where by this Act special notice is required of a resolution,
the resolution shall not be effective unless notice of the intention
to move it has been given to the company not less than twenty-
eight days before the meeting at which it is moved, and the company
shall give its members notice of any such resolution at the same
time and in the same manner as it gives notice of the meeting or,
if that is not practicable, shall give them notice thereof, in any
manner allowed by the articles, not less than fourteen days before
the meeting, but if after notice of the intention to move such a
resolution has been given to the company, a meeting is called for
a date twenty-eight days or less after the notice has been given,
the notice, although not given to the company within the time
required by this section, shall be deemed to be properly given,
Registration and copies of certain resolutions and agreements
154. (1) A printed copy of--
(a) every special resolution; and
(b) every resolution or agreement which effectively binds
any class of shareholders whether agreed to by all the
members of that class or not,
shall except where otherwise expressly provided by this Act within
one month after the passing or making thereof, be lodged by the
company with the Registrar.
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(2) Where articles have not been registered a printed copy of
every resolution or agreement to which this section applies shall
be forwarded to any member at his request on payment of one
ringgit or such less sum as the company directs.
(3) In the event of any default in complying with subsection (1)
the company and every officer of the company who is in default
shall be guilty of an offence against this Act.
Penalty: *One thousand ringgit. Default penalty.
(4) In the event of any default in complying with subsection (2)
the company and every officer of the company who is in default
shall be guilty of an offence against this Act.
Penalty: Twenty-five ringgit for each copy in respect of which
default is made.
Resolutions at adjourned meetings
155.  Where a resolution is passed at an adjourned meeting of a
company or of holders of any class of shares or of directors the
resolution shall for all purposes be treated as having been passed
on the date on which it was in fact passed and not on any earlier
date.
Minutes of proceedings
156. (1) Every company shall cause--
(a) minutes of all proceedings of general meetings and of
meetings of its directors and of its managers, if any, to
be entered in books kept for that purpose within fourteen
days of the date upon which the relevant meeting was
held; and
(b) those minutes to be signed by the chairman of the meeting
at which the proceedings were had or by the chairman
of the next succeeding meeting.
*NOTE--Previously "two hundred and fifty ringgit"­see Companies (Amendment) Act 1986
[Act A657].
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(2) Any minute so entered that purports to be signed as provided
in subsection (1) shall be evidence of the proceedings to which it
relates.
(3) Where minutes have been so entered and signed, then, until
the contrary is proved--
(a) the meeting shall be deemed to have been duly held and
convened;
(b) all proceedings had thereat shall be deemed to have been
duly had; and
(c) all appointments of officers or liquidators made thereat
shall be deemed to be valid.
(4) If default is made in complying with this section the
company and every officer of the company who is in default
shall be guilty of an offence against this Act.
Penalty: *Two thousand ringgit. Default penalty.
Inspection of minute books
157. (1) The books containing the minutes of proceedings of any
general meeting shall be kept by the company at the registered
office of the company, and shall be open to the inspection of any
member without charge.
( 2 ) A n y member shall be entitled to be furnished within
fourteen days after he has made a request in writing in that behalf
t o the company with a copy of any minutes specified in
subsection (1) at a charge not exceeding one ringgit for every
hundred words thereof.
(3) If any copy required under this section is not so furnished
the company and every officer of the company who is in default
shall be guilty of an offence against this Act.
Penalty: Five hundred ringgit. Default penalty.
*NOTE--Previously "five hundred ringgit"­see Companies (Amendment) Act 1986 [Act A657].
NOTE--Previously "one hundred ringgit"­see Companies (Amendment) Act 1986 [Act A657].
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DIVISION 4
REGISTER OF MEMBERS
Register and index of members
158. (1) Every company shall keep a register of its members and
enter therein--
(a) the names, addresses, the number of the identity card
issued under the National Registration Act 1959 if any,
n a t i o n a l i t y and any other relevant information and
particulars of the members, and in the case of a company
having a share capital a statement of the shares held by
each member, distinguishing each share by its number,
if any, or by the number, if any, of the certificate evidencing
the members' holding and of the amount paid or agreed
to be considered as paid on the shares of each member;
(b) the date at which the name of each person was entered
in the register as a member;
(c) the date at which any person who ceased to be a member
during the previous seven years so ceased to be a member;
and
(d) in the case of a company having a share capital, the date
of every allotment of shares to members and the number
of shares comprised in each allotment.
(2) Notwithstanding anything in subsection (1) where the company
has converted any of its shares into stock and given notice of the
conversion to the Registrar, the company shall alter the register
to show the amount of stock or number of stock units held by each
member instead of the number of shares and the particulars relating
to shares specified in paragraph (1)(a).
(3) Notwithstanding anything in subsection (1) a company may
keep the names and particulars relating to persons who have ceased
to be members of the company separately and the names and
particulars relating to former members need not be supplied to any
person who applies for a copy of the register unless he specifically
requests the names and particulars of former members.
(4) The register of members shall be prima facie evidence of
any matters inserted therein as required or authorized by this Act.
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Index of members of company
(5) Every company having more than fifty members shall, unless
the register of members is in such a form as to constitute in itself
an index, keep an index in convenient form of the names of the
members and shall, within fourteen days after the date on which
any alteration is made in the register of members, make any necessary
alteration in the index.
(6) The index shall in respect of each member contain a sufficient
indication to enable the account of that member in the register to
be readily found.
(7) If default is made in complying with this section the company
and every officer of the company who is in default shall be guilty
of an offence against this Act.
Penalty: *Two thousand ringgit. Default penalty.
Where register to be kept
159. (1) The register of members and index, if any, shall be kept
at the registered office of the company, but--
(a) if the work of making them up is done at another office
of the company within Malaysia they may be kept at that
other office; or
(b) if the company arranges with some other person to make
up the register and index, if any, on its behalf they may
be kept at the office of that other person at which the
work is done if that office is within Malaysia.
(2) Every company shall, within fourteen days after the register
and index, if any, are first kept at a place other than the registered
office, lodge with the Registrar notice of the place where the
register and index, if any, are kept and shall within fourteen days
after any change in the place at which the register and index, if
any, are kept, lodge with the Registrar notice of the change.
(3) If default is made in complying with this section the company
and every officer of the company who is in default shall be guilty
of an offence against this Act.
Penalty: *Two thousand ringgit. Default penalty.
*NOTE--Previously "two hundred and fifty ringgit"­see Companies (Amendment) Act 1985
[Act A616].
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Inspection and closing of register
160. (1) A company may, on giving not less than fourteen days
notice to the Registrar, close the register of members or any class
of members for any time, but so that no part of the register shall
be closed for more than thirty days in the aggregate in any calendar
year.
(2) The register and index shall be open to the inspection of any
member without charge and of any other person on payment for
each inspection of one ringgit or such less sum as the company
requires.
(3) Any member or other person may request the company to
furnish him with a copy of the register, or of any part thereof, but
only so far as it relates to names, addresses, number of shares held
and amounts paid on shares, on payment in advance of one ringgit
or such less sum as the company requires for every hundred words
or fractional part thereof required to be copied and the company
shall cause any copy so requested by any person to be sent to that
person within a period of twenty-one days or within such further
period as the Registrar considers reasonable in the circumstances
commencing on the day next after the day on which the request
is received by the company.
(4) If any copy so requested is not sent within the period prescribed
by subsection (3) the company and every officer of the company
who is in default shall be guilty of an offence against this Act.
Penalty: *Five hundred ringgit. Default penalty.
Consequences of default by agent
161.  Where, by virtue of paragraph 159 (1)(b), the register of
members is kept at the office of some person other than the company,
and by reason of any default of his the company fails to comply
with subsection 159(1) or (2) or with section 160 or with any
requirements of this Act as to the production of the register, that
other person shall be liable to the same penalties as if he were an
officer of the company who was in default, and the power of the
Court under section 362 shall extend to the making of orders
against that other person and his officers and servants.
*NOTE--Previously "one hundred ringgit"­see Companies (Amendment) Act 1986 [Act A657].
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Power of Court to rectify register
162. (1) If--
(a) the name of any person is without sufficient cause entered
in or omitted from the register; or
(b) default is made or unnecessary delay takes place in entering
in the register the fact of any person having ceased to be
a member,
the person aggrieved or any member or the company may apply
to the Court for rectification of the register, and the Court may
refuse the application or may order rectification of the register and
payment by the company of any damages sustained by any party
to the application.
(2) On any application under subsection (1) the Court may
decide--
(a) any question relating to the title of any person who is a
party to the application to have his name entered in or
omitted from the register, whether the question arises
between members or alleged members or between members
or alleged members on the one hand and the company on
the other hand; and
(b) generally, any question necessary or expedient to be decided
for the rectification of the register.
(3) The Court when making an order for rectification of the
register shall by its order direct a notice of the rectification to be
so lodged.
(4) No application for the rectification of a register in respect
of an entry which was made in the register more than thirty years
before the date of the application shall be entertained by the Court.
Limitation of liability of trustee, etc., registered as owner of
shares
163. (1) Any trustee, executor or administrator of the estate of
any deceased person who was registered in a register or branch
register kept in Malaysia as the holder of a share in any corporation
may become registered as the holder of that share as trustee executor