2. Obligation of a firm's directors or officers
imposed by corporate legislation, such as
disclosure of personal-interest contracts,
filing of required information with the
appropriate authorities, keeping of statutory
books, exercise of due care and skill.
3. Section 132C. Approval of company required for disposal by
directors of company's undertaking or property.
(1) Notwithstanding anything in the memorandum or articles of
association of the company, the directors shall not carry into
effect any arrangement or 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,
unless the arrangement or transaction has been approved by the
company in a general meeting.
4. (1A) For the purpose of subsection (1), in the case of a
company where all or any of its shares are listed for
quotation on the official list of a Stock Exchange as
defined in the Securities Industry Act 1983, the term‘
substantial value' or 'substantial portion' shall mean the
same value prescribed by the provisions in the listing
requirements of the Exchange—
• (a) which relates to acquisitions or disposals by a
company or its subsidiaries to which such provision
applies; and
• (b) which would require the approval of shareholders
at a general meeting in accordance with the provisions
of such listing requirements.
5. (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).
(3) Where an arrangement or transaction is
carried into effect in contravention of subsection
(1), the arrangement or transaction shall be void
except in favour of any person dealing with the
company for valuable consideration and without
actual notice of the contravention.
6. (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 by a Court 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.
(6) In this section, "director" includes the chief executive officer,
the chief operating officer, the chief financial controller or any
other person primarily responsible for the operations or financial
management of a company, by whatever name called.
7. Section 132D. Approval of company required for issue of shares
by directors.
• (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.
8. (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.
9. (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.
10. (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.
11. (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.
12. • (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.
13. (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.
14. Section 142. Statutory meeting and statutory report.
• (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.
15. (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;
16. • (c) an abstract of the receipts of the company and of the
payments made there out up to a date within 7 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.
17. (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.
18. (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.
19. (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.
20. Section 144. Convening of extraordinary general meeting on
requisition.
(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 that 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.
21. (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.
22. (4) Any reasonable expenses incurred by the
requisitionists by reason of the failure of the directors to
convene a meeting shall be paid to the requisitionists by
the company, and any sum so paid shall be retained by
the company out of any sums due or to become due
from the company by way of fees or other remuneration
in respect of their services to such of the directors as
were in default.
(5) A meeting at which a special resolution is to be
proposed shall be deemed not to be duly convened by
the directors if they do not give such notice thereof as is
required by this Act in the case of special resolutions
23. Section 154. Registration and copies of certain
resolutions and agreements.
(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 there of, be
lodged by the company with the Registrar.
24. (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.
(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.
25. Section 156. Minutes of proceedings.
(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.
26. (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.
27. (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.
28. Section 167. Accounts to be kept.
(1) Every company and the directors and managers thereof shall
cause to be kept such accounting and other records as will
sufficiently explain the transactions and financial position of the
company and enable true and fair profit and loss accounts and
balance sheets and any documents required to be attached thereto
to be prepared from time to time, and shall cause those records to
be kept in such manner as to enable them to be conveniently and
properly audited.
• (1A) Every company and the directors and managers thereof
shall cause appropriate entries to be made in the accounting
and other records within sixty days of the completion of the
transactions to which they relate.
29. (2) The company shall retain the records referred
to in subsection (1) for seven years after the
completion of the transactions or operations to
which they respectively relate.
(3) The records referred to in subsection (1) shall
be kept at the registered office of the company or
at such other place in Malaysia as the directors
think fit and shall at all times be open to
inspection by the directors
30. (4) Notwithstanding the provisions in subsection (3), the
accounting and other records of operations outside Malaysia may
be kept by the company at a place outside Malaysia and there
shall be sent to and kept at a place in Malaysia and be at all times
open to inspection by the directors, such statements and returns
with respect to the business dealt with in the records so kept as
will enable to be prepared true and fair profit and loss accounts
and balance sheets and any documents required to be attached
there to.
(5) If any accounting and other records are kept at a place outside
Malaysia pursuant to subsection (4), the company shall, if
required by the Registrar to produce those records at a place in
Malaysia, comply with the requirements.
31. (6) The Court may in any particular case order that the
accounting and other records of a company be open to
inspection by an approved company auditor acting for a
director, but only upon an undertaking in writing given
to the Court that information acquired by the auditor
during his inspection shall not be disclosed by him
except to that director.
(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: Imprisonment of *six months or five
thousand ringgit or both.
32. Section 169. Profit and loss account, balance sheet and
directors' report.
(1) The directors of every company shall, at some date
not later than eighteen months after the incorporation of
the company and subsequently once at least in every
calendar year at intervals of not more than fifteen
months, lay before the company at its annual general
meeting a profit and loss account for the period since
the preceding account (or in the case of the first
account, since the incorporation of the company) made
up to a date not more than six months before the date of
the meeting.
33. (2) Notwithstanding subsection (1) the Registrar on
application by the company, if for any special reason he
thinks fit so to do, may extend the periods of eighteen
months and fifteen months referred to in that subsection
and with respect to any year extend the period of six
months referred to in that subsection, notwithstanding
that period is so extended beyond the calendar year.
(3) The directors of every company shall cause to be
made out, and to be laid before the company at its
annual general meeting with the profit and loss account
required by subsection (1) a balance sheet as at the date
to which the profit and loss account is made up.
34. • (4) The profit and loss account and the balance sheet of a
company shall be duly audited before they are laid before the
company at its annual general meeting as required by this
section.
• (5) The directors of a company shall cause to be attached to
every balance sheet made out under subsection (3) a report
made in accordance with a resolution of the directors and
signed by not less than two of the directors with respect to the
profit or loss of the company for the financial year and the state
of the company's affairs as at the end of the financial year and
if the company is a holding company also a report with respect
to the state of affairs of the holding company and all its
subsidiaries.
35. (5) The directors of a company shall cause to be
attached to every balance sheet made out under
subsection (3) a report made in accordance with
a resolution of the directors and signed by not
less than two of the directors with respect to the
profit or loss of the company for the financial
year and the state of the company's affairs as at
the end of the financial year and if the company
is a holding company also a report with respect
to the state of affairs of the holding company and
all its subsidiaries.
36. (6) Each report to which subsection (5) relates shall state with
appropriate details—
• (a) the names of the directors in office since the date of the last
report;
• (b) the principal activities of the company in the course of the
financial year and any significant change in the nature of those
activities during the period;
• (c) the net amount of the profit or loss of the company for the
financial year after provision for income tax;
• (d) the amounts and particulars of any material transfer to or
from reserves or provisions;
• (e) where, during the financial year, the company has issued
and shares or debentures—the purposes of the issue, the classes
of shares or debentures issued, the number of shares of each
class and the amount of debentures of each class, and the terms
of issue of the shares and debentures of each class;
37. (f) whether at the end of that financial year—
• (i) there subsist arrangements to which the company is a party,
being arrangements with the object of enabling directors of the
company to acquire benefits by means of the acquisition of
shares in, or debentures of, the company or any other body
corporate; or
• (ii) there have, at any time in that year, subsisted such
arrangements as aforesaid to which the company was a party,
and if so the report shall contain a statement explaining the
effect of the arrangements and giving the names of the persons
who at any time in that year were directors of the company and
held, or whose nominees held, shares or debentures acquired in
pursuance of the arrangements;
38. (g) in respect of each person who, at the end of the financial
year, was a director of the company—
• (i) whether or not (according to the register kept by the
company for the purposes of section 134 relating to the
obligation of a director of a company to notify such
company of his interests in shares in, or debentures of, the
company and of every other body corporate, being the
company's subsidiary or holding company or a subsidiary
of the company's holding company) he was at the end of
that year, interested in shares in, or debentures of the
company or any other such body corporate and , if he was
so interested, the number and amount of shares in, and
debentures of, each body (specifying it) in which,
according to that register, he was then interested;
39. • (ii) whether or not, according to that register, he was,
at the beginning of that year (or, if he was not then a
director), when he became a director, interested in
shares in, or debentures of, the company or any other
such body corporate and, if he was so interested, the
number and amount of shares in, and debentures of,
each body (specifying it) in which according to that
register, he was interested at the beginning of that year
or, as the case may be, when he became a director; and
• (iii) the total number of shares in or debentures of the
company or any other such corporate bought and sold
by him during that financial year;
40. (h) the amount, if any, which the directors recommended should
be paid by way of dividend, and any amounts which have been
paid or declared by way of dividend since the end of the previous
financial year, indicating which of those amounts, if any, have
been shown in a previous report under this subsection or under a
corresponding repealed provision of this Act;
(i) whether the directors (before the profit and loss account and
balance sheet were made out) took reasonable steps to ascertain
what action had been taken in relation to the writing off of bad
debts and the making of provision for doubtful debts, and
satisfied themselves that all known bad debts had been written
off and that adequate provision had been made for doubtful debts;
41. (j) whether at the date of the report the directors are aware of
any circumstances which would render the amount written
off for bad debts or the amount of the provision for doubtful
debts inadequate to any substantial extent and, if so, giving
particulars of the circumstances;
(k) whether the directors (before the profit and loss account
and balance sheet were made out) have taken reasonable
steps to ensure that any current assets which were unlikely
to be realized in the ordinary course of business including
their value as shown in the accounting records of the
company have been written down to an amount which they
might be expected so to realize;
42. (l) whether at the date of the report the directors are aware of any
circumstances—
• (i) which would render the values attributed to current assets in the
accounts misleading; and
• (ii) which have arisen which render adherence to the existing method
of valuation of assets or liabilities of the company misleading or
inappropriate; and, if so, giving particulars of the circumstances;
(m) whether there exists at the date of the report—
• (i) any charge on the assets of the company which has arisen since
the end of the financial year which secures the liabilities of any other
person and, if so, giving particulars of any such charge and,so far as
practicable, of the amount secured; and
• (ii) any contingent liability which has arisen since the end of the
financial year and, if so, stating the general nature thereof and, so far
as practicable, the maximum amount, or an estimate of the maximum
amount, for which the company could become liable in respect
thereof;
43. (n) whether any contingent or other liability has become
enforceable, or likely to become enforceable, within the
period of twelve months after the end of the financial year
which, in the opinion of the directors, will or may affect the
liability of the company to meet its obligations when they
fall due and, if so, giving particularsof any such liability;
(o) whether at the date of the report the directors are aware
of any circumstances not otherwise dealt with in the report
or accounts which would render any amount stated in the
accounts misleading and, if so, giving particulars of the
circumstances;
44. (p) whether the results of the company's operations during the
financial year were, in the opinion of the directors, substantially
affected by any item, transaction or event of a material and
unusual nature and, if so, giving particulars of that item,
transaction or event and the amount or the effect thereof, if
known or reasonably ascertainable; and
(q) whether there has arisen in the interval between the end of the
financial year and the date report any item, transaction or event of
a material and unusual nature likely, in the opinion of the
directors, to affect substantially the results of the company's
operations for the financial year in which the report is made and,
if so, giving particulars of the item, transaction or event.
45. (7) In subsection (6) of this section, the expression "any item,
transaction or event of a material and unusual nature"includes but
is not limited to—
• (a) any change in accounting policies adopted since the last
report;
• (b) any material change in the method of valuation of the whole
or any part of the trading stock;
• (c) any material item appearing in the accounts or consolidated
accounts for the first time or not usually included in the
accounts or consolidated accounts; and
• (d) any absence from the accounts or consolidated accounts of
any material item usually included in the accounts or
consolidated accounts.
46. (8) The directors of a company shall state in the report
whether a director of the company has since the end of
the previous financial year received or become entitled
to receive a benefit (other than a benefit included in the
aggregate amount of emoluments received or due and
receivable by the directors shown in the accounts or the
fixed salary of a full-time employee of the company) by
reason of a contract made by the company or a related
corporation with the director or with a firm of which he
is a member, or with a company in which he has a
substantial financial interest, and, if so, the general
nature of the benefit.
47. (9) Every statements, report or other document relating to the
affairs of a company or any of its subsidiaries attached to, or
included with, a report of the directors laid before the company at
its general meeting or sent to the members under section 170 (not
being a statements, report or document required by this Act to be
laid before the company in general meeting) shall, for the
purposes of section 364 be deemed to be part of that last-
mentioned report.
(10) Where at the end of a financial year a company is the
subsidiary of another corporation, the directors of the company
shall state in, or in a note as a statement annexed to, the
company's accounts laid before the company at its annual general
meeting the name of the corporation regarded by the directors as
being the company's ultimate holding company and if known to
them the country in which it is incorporated.
48. (11) Where any option has been granted during the period
covered by the profit and loss account to take up unissued
shares of a company the report required by subsection (5)
shall state—
• (a) the name of the person to whom the option has been
granted;
• (b) the number and class of shares in respect of which the
option has been granted;
• (c) the date of expiration of the option;
• (d) the basis upon which the option may be exercised; and
• (e) whether the person to whom the option has been
granted has any right to participate by virtue of the option
in any share of any other company.
49. (12) Each report required by subsection (5) shall
specify—
• (a) particulars of shares issued during the period to
which the report relates by virtue of the exercise of
options to take up unissued shares of the company,
whether granted before or during that period; and
• (b) the number and class of unissued shares of the
company under option as at the end of that period, the
price, or method of fixing the price, of issue of those
shares, the date of expiration of the option and the
rights, if any, of the persons to whom the options have
been granted to participate by virtue of the options in
any share issue of any other company;
50. (13) Paragraph (11)(a) shall not apply in any case where the
option to take up shares of the company has been conferred
generally on all the holders of a class of shares or debentures of
the company.
(14) Every balance sheet referred to in subsection (3) shall give a
true and fair view of the state of affairs of the company as at the
end of the period to which it relates and every profit and loss
account referred to in subsection (1) shall give a true and fair
view of the profit or loss of the company for the period of
accounting as shown in the accounting and other records of the
company, and without affecting the generality of the foregoing,
every such balance sheet and profit and loss account shall comply
with the requirements of the Ninth Schedule so far as applicable
there to.
51. (15) The directors of a company shall cause to be attached to every
balance sheet and profit and loss account laid before the company in
general meeting (including any consolidated balance sheet and
consolidated profit and loss account of a holding company) a statement
made in accordance with a resolution of the directors and signed by at
least two directors stating whether, in the opinion of the directors—
• (a) the profit and loss account and, where applicable, the
consolidated profit and loss account, is or are drawn up so as to give
a true and fair view of the results of the business of the company and,
if applicable, of all the companies the accounts of which are dealt
with in the consolidated profit and loss account for the period
covered by the account;
• (b) the balance sheet, and where applicable the consolidated balance
sheet, is or are drawn up so as to give a true and fair view of the state
of affairs of the company and, if applicable, of all the companies the
affairs of which are dealt with in the consolidated balance sheet as at
the end of that period; and
• (c) the accounts, and where applicable the consolidated accounts,
have been made out in accordance with the applicable approved
accounting standards.
52. (16) Every balance sheet and profit and loss account of
a company laid before the company in general
meeting(including any consolidated balance sheet and
consolidated profit and loss account annexed to the
balance sheet and profit and loss account of a holding
company) shall be accompanied by a statutory
declaration by a director or where that director is not
primarily responsible for the financial management of
the company by the person so responsible setting forth
his opinion as to the correctness or otherwise of the
balance sheet and profit and loss account and, where
applicable, the consolidated balance sheet and
consolidated profit and loss account.
53. (17) Any document (other than a balance sheet prepared in
accordance with this Act) or advertisement published issued or
circulated by or on behalf of a company (other than a banking
corporation) shall not contain any direct or indirect representation
that the company has any reserve unless the representation is
accompanied—
• (a) if the reserve is invested outside the business of the
company—by a statement showing the manner in which and
the security upon which it is invested; or
• (b) if the reserve is being used in the business of the
company— by a statement to the effect that the reserve is being
so used.
54. (18) To the extent that any company registered under any
written law relating to insurance is required to prepare
balance sheets, revenue accounts and profit and loss
accounts in the form prescribed by that law, the company
shall be deemed to have complied with the requirements
of subsections (5) to (17) and the Ninth Schedule if its
balance sheet and profit and loss account is made out in
accordance with that law but if the company carries on
business other than insurance business so far as that law
does not require the company to deal with any matters
which are required to be dealt with under the Ninth
Schedule, it shall be necessary for the company to comply
with this section and the Ninth Schedule.
55. (19) The provisions of this Act relating to the form and
content of the report of the directors and the annual
balance sheet and profit and loss account shall apply to
a banking corporation and a licensed finance company,
a licensed discount house, a licensed money-broker, a
scheduled institution in respect of which the Minister
charged with responsibility for finance has made an
order under subsection 24(1) of the Banking and
Financial Institutions Act 1989 and a non-scheduled
institution in respect of which such Minister has made
an order under subsection 93(1) of that Act with such
modifications and exceptions as are determined either
generally or in any particular case by the Bank Negara
Malaysia.
56. Section 170. Members of company entitled to balance sheet,
etc.
(1) A copy of every profit and loss account and balance sheet
(including every document required by law to be attached
thereto) which is to be laid before company in general meeting
accompanied by a copy of the auditor's report thereon shall, not
less than fourteen days before the date of the meeting, be sent to
all persons entitled to receive notice of general notice of general
meeting of the company: Provided that if the copies of the
documents aforesaid are sent less than fourteen days before the
date of the meeting, they shall, notwithstanding that fact, be
deemed to have been duly sent if it is so agreed by all the
members entitled to attend and vote at the meeting.
57. (2) Any member of a company (whether he is or
is not entitled to have sent to him copies of the
profit and loss accounts and balance sheets) to
whom copies have not been sent and any holder
of a debenture shall, on a request being made by
him to the company, be furnished by the
company without charge with a copy of the last
profit and loss account and balance sheet of the
company (including every document required by
this Act to be attached there to) together with a
copy of the auditor's report thereon.
58. (3) If default is made in complying with
subsection (1) or (2) the company and every
officer of the company who is in default shall be
guilty of an offence against this Act, unless it is
proved that the member or holder of a debenture
in question has already made a request for and
been furnished for and been furnished with a
copy of the document.
• Penalty: Two thousand five hundred ringgit.
Default penalty.
59. Section 167A. System of internal control
Except as otherwise provided for in the listing requirement of a Stock
Exchange in relation to companies whose shares are listed for quotation
on the Stock Exchange, the directors of a public company or a
subsidiary of a public company shall have in place a system of internal
control that will provide a reasonable assurance that—
(a) assets of the company are safeguarded against loss from
unauthorized use or disposition; and
(b) all transactions are properly authorized and that they are recorded as
necessary to enable the preparation of true and fair profit and loss
accounts and balance sheets and to give a proper account of the assets.
• Penalty: Imprisonment of six months or ten thousand ringgit or both.
60. Section 131B. Functions and powers of the board.
(1) The business and affairs of a company must be managed
by, or under the direction of, the board of directors.
(2) The board of directors has all the powers necessary for
managing and for directing and supervising the management
of the business and affairs of the company subject to any
modification, exception or limitation contained in this Act or
in the memorandum or articles of association of the
company.
