crg presentation
TRANSCRIPT
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Presented By:
Latipah Binti Omar (2010377189)
Siti Zulaika Thomas Abdullah (2010163597)
Celorline Jaikul (2010544009)
Catrine Simbul (2009908183)
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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.
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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)
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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)
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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.
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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
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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.
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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)
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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
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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
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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)
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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.
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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.
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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.
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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.
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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.
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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)).
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THANK YOU @ __@