Top Banner

of 18

CRG Presentation

Apr 05, 2018

Download

Documents

chris_yvonne
Welcome message from author
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
  • 7/31/2019 CRG Presentation

    1/18

    Presented By:

    Latipah Binti Omar (2010377189)

    Siti Zulaika Thomas Abdullah (2010163597)

    Celorline Jaikul (2010544009)

    Catrine Simbul (2009908183)

  • 7/31/2019 CRG Presentation

    2/18

    LEARNING OBJECTIVES

    1) Identify the various statutory books as

    provided under the Act.

    2) Understand the information required to bekept in the statutory books.

    3) Describe the legal requirements in keeping

    and maintaining of statutory books.

  • 7/31/2019 CRG Presentation

    3/18

    The statutory books are:-

    1) The Register of Members (Section 158)

    2) The Register of Directors, Managers and Secretaries(Section 141)

    3) The Register of Debenture Holders (Section 70)4)The Register of Substantial shareholders (Section

    69L) for public companies only

    5) The Register of Directors Shareholdings,

    Debentures and Interests (Section 134)6) The Register of Charges (section 115)

    7) Minutes Books (Section 156)

    8) Books of accounts (Section 167)

  • 7/31/2019 CRG Presentation

    4/18

    Non-statutory books are:-

    1) Register of Transfer.

    2) Register of Register of allotment and

    application of shares

    3) Register of documents Sealed/Seal Book

    4) Register of Important Documents (licenses,

    certificates, leases etc)

  • 7/31/2019 CRG Presentation

    5/18

    How to kept and maintain Statutory

    Books?

    The registered office of the company.

    The principal place of business of the

    company

    Other places as the directors may approve if

    proper notices are filed with the Registrar.

  • 7/31/2019 CRG Presentation

    6/18

    1) The Register of Members (Section 158)

    1.1) CA 158 (1):

    - Every company must keep a register of member.

    - The register will contain:- Name of member.

    - Address- Identity card/passport number- Occupation- Nationality/race- Date of Birth

    - Date entered as member- Date ceased as member- Number of shares or amount of the member hold and charged

    or movement in his holding

  • 7/31/2019 CRG Presentation

    7/18

    1.2) Section 159:

    - The Register of Members must be kept at the

    Registered Office.

    - If kept elsewhere, the Company must within

    14 days lodge with the Registrar using aFORM 53 to notify the place or change the

    place.

  • 7/31/2019 CRG Presentation

    8/18

    1.3) Section 160:

    - A company may close its Register of member

    after giving not less 14 days notice to the

    Registrar. But the closure cannot be more than

    30 days in aggregate any calendar yearCA

    160(1)- The ROM is open to inspection by any member

    free of charge CA 160 (2)

    - Any other person may inspect a companysRegister of members or obtain a copy of the

    register on payment of a small fee CA 160 (3)

  • 7/31/2019 CRG Presentation

    9/18

    2) The Register of Directors, Managers

    and Secretaries

    2.1) CA 141 (1):

    - Every companies must keep a Register of

    directors, managers and secretaries CA 141 (1)

    - CA 141 (9) The Register will contain:

    - Full names

    - Addresses

    - Other occupation

    - Passport No./IC No.- Date of appointment

    - Date of removal

  • 7/31/2019 CRG Presentation

    10/18

    2.2) CA 141 (6) through FORM 49:-

    - Any events must be update within 1 month.

    - Example of following events:

    - After incorporation of the company

    - After a person ceased to be, or becomes a

    director of the company

    - After a person becomes a manager orsecretary of the company

    - After a person ceased to be a manager or

    secretary of the company

    - Of any change in the name, residential address andother prescribed particulars of any director,

    manager or secretary

  • 7/31/2019 CRG Presentation

    11/18

    3) The Register of Debenture Holders

    3.1) CA 70 (1):

    - A company which has issued debentures (other than

    bearer debentures) must keep a register of

    debentures holders at registered office or some other

    place in Malaysia- The register will contain the names and addresses of

    debenture held by them

    - The register is open to inspection by any registered

    holder of debenture and by any shareholder, suchperson may also obtain a copy of Register on request

    on payment of a small fee CA 70 (3) & 70 (5)

  • 7/31/2019 CRG Presentation

    12/18

    4)The Register of Substantial

    shareholders (Section 69L) for

    public companies only4.1) CA 69L:

    - Requires public companies to keep a Register of Substantial

    Shareholder at the registered office.

    - A person is considered to be a substantialshareholder of a company:

    -If he has not less than 5% of the aggregate of the

    nominal amount of all the voting shares in the

    company.

    - If the share capital of the company is divided into two ormore classes of shares and the shares are held by him are in

    one or more those class of shares, the aggregate of all the

    voting shares included in that class or those classes.

  • 7/31/2019 CRG Presentation

    13/18

    5) The Register of Directors

    Shareholdings, Debentures and Interests5.1) CA 134:

    - Requires every company to keep a Register showing with respect to each

    director of the company particulars:

    - Shares, debentures or participatory interest of the companyor its related corporation which are held by the directors.

    - The nature or extent of the above.

    - Rights or options of the directors in respect of the acquisition

    or disposal of shares in the company or its related

    corporations.

    - Contracts to which any of the directors may be party or

    under which any of them is entitled to benefit, being contract

    under which a person has a right to call for or make delivery of

    shares in the company or its related corporation.

  • 7/31/2019 CRG Presentation

    14/18

    5.2) CA 134 (2) specifies that a company need not show in its Register

    with respect to any director, particulars of shares in related

    corporation, that is the wholly owned subsidiary of the company or

    of another corporation.5.3) CA 135 (1) (a) & (b) - A director must disclose the information

    necessary for the company to maintain the register by giving

    notice in writing to the company.

    5.4) CA 134 (8)The register of directors shareholdings is kept at

    the companys registered office and is open to inspection bymembers free of charge and by other persons on payment of

    a fee.

    5.5) CA 134 (9) Any person entitled to be supplied with a copy of

    the register on request upon payment of a fee.

    5.6) CA 134 (11) - The register must be produced at the commencementof each AGM of a company and kept open and accessible during the

    meeting to all person attending.

  • 7/31/2019 CRG Presentation

    15/18

    6) The Register of Charges

    6.1) CA 115 (2) - Any companies that creates

    fixed or floating charge over its property

    must keep a register of charges at its office.

    6.2) The register should contain:

    - Short description of the property charged

    - Amount of the charge- Name of the person entitled to the charge

    6.3) The charge must be registered with the Registrar within thirty (30) days

    of its of its creation by filing FORM 34 (statement of particulars to be

    Lodged with Charge). The Registrar will then issue FORM 40 (Certificate

    of Registration of Charge) as confirmation that each charge has beenregistered.

    6.4) CA 115 (3) - The register of charges may be inspected by any creditors

    and members of the company for a free and by other person on payment

    of a fee.

  • 7/31/2019 CRG Presentation

    16/18

    7) Minutes Books

    7.1) CA 156 (1) - Every company must keep minutes of all

    general meetings within 14 days of the date which the

    relevant meeting held.

    7.2) CA 156 (2) The minutes are evidence of the proceedings

    to which they relate.7.3) CA 156 (3) Where the minutes had been signed and

    entered, they are prima facie evidence that meeting has

    been duly held and convened, that all appointments are

    valid that the proceedings were duly conducted.7.4) CA 157 (1) - The minutes books of general meeting may

    be inspected by any member of the company without

    charge.

  • 7/31/2019 CRG Presentation

    17/18

    8) Books of accounts (Section 167)

    8.1) CA 167(1) Every company must keep such accounting and other

    records as are necessary to explain the transaction and financialposition of the company and a balance sheet to be prepared.

    8.2) CA 4 (1) Accounting records include invoices, receipts, orders forpayment of money, bills of exchange, cheques, promissory notes,vouchers and other documents of prime entry.

    8.3) CA 167 (1A) - Appropriate entries shall be made in the accountingand other records within they relate.

    8.4) CA 167 (2) The accounting records must be kept for 7 years afterthe completion of the transactions or operations to which theyrelate.

    8.5) CA 167 (3)The records must ne kept at the companys registered

    office or any other place as the directors think fit.8.6) The accounting records are open inspection by any director (CA

    167 (3)), or if court order obtained, by an auditor acting for adirector (CA 167 (6)).

  • 7/31/2019 CRG Presentation

    18/18

    THANK YOU @ __@