E-book-Company Secretarial Practice Workshop

FORM 48F This form shall remain at Registered Office
Companies Act, 1965
(Section 139(6))

Company No.

DECLARATION BY A PERSON BEFORE APPOINTMENT AS SECRETARY
.…………………………………………. (Name of Company)

I, ………………………………..…, *I/C No./Passport No. ………………………… of
………………………………………….…….. declare the following:-

(a) I am qualified to act as a secretary pursuant to section 139A
(b) I am not disqualified to act as a secretary under Section 139C; and
(d) I hereby consent to act as secretary of ………………………… (Name of Company.

Declared at ……………… this………….. day of ……………..

..................................................

(Name)
(*Licence No. /Prescribed Body Membership No.)

* Strike out whichever is inapplicable

47

REGISTER OF DIRECTORS PURSUANT TO SECTION 141 OF THE COMPANIES ACT, 1965

……………………….. SDN BHD

Page 1

Nationality Date of Business I.C. No/ Date of Date ceased Nature of Particulars of Other
/Race Birth Occupation Passport Appointment as Director Appointment, Directorship of
or Change and Public Company
Full Name Residential Address (if any) No. Relevant Date

48

REGISTER OF SECRETARIES PURSUANT TO SECTION 141 OF THE COMPANIES ACT, 1965
………………………….SDN BHD

Page 2

Full Name Nationality/ Residential Address Occupation Nature of I/C. No.
dhfhf Race grfg frg Appointment, / Passport No.
or Change of
grg Relevant Date

First
secretary…………

.

Resigned on
3/1//11

sdgddsgd dfhfhf hgfh gfhf Appointed w.e.f vgfjgvjv
3/11/11

49

CHAPTER 4
Appointment of Additional and Alternate Director

Yus Aznita bt Haji Ustadi, Normarliana bt Laili and Mohd Faiz bin Ismail

The Board of Directors, This will be the name of the company together
ABC Sdn. Bhd. with the registered address of the office not
Address business address

Dear Sirs,

NOTICE OF APPOINTMENT OF ALTERNATE DIRECTOR

Pursuant to Article [82] of the Company’s Article of Association and subject to the approval
of the Board, I hereby give notice of my appointment of Mr. ADDD of [….address....] to be
my alternate director to be effective upon the completion of all the necessary statutory
documents as required under the Companies Act, 1965.

The said director may name who ever he
wants to replace him during meetings when he
is unable to be there for meeting

Dated this…….day of ……….20……

………………………………………….
(Director)

50

NOTICE OF BOARD MEETING

Date Each director will need to e sent with a notice
[Name and Address of Director] of meeting at least 7 days prior to the meeting
date

Dear Sir/Madam
XXTH BOARD MEETING ON [DATE]
Please be informed that the XXth Board Meeting of the Company will be held at the [Venue]
on [Date] at [Time].

AGENDA
1. To confirm the minutes of the xxth Board Meeting held on [date of last board meeting]
2. To appoint YY as additional director of the Company
3. To appoint ZZ as alternate director of the Company

Thank you.

Yours faithfully,
for [Name of Company]

Secretary

51

[COMPANY NAME]

(Incorporated in Malaysia)

TYPE OF MEETING:
VENUE:

DATE & TIME:

ATTENDANCE LIST SIGNATURE

NO NAME
1.
2.
3.
4.
5.
6.

In Attendance:

52

[COMPANY NAME]

(Incorporated in Malaysia)

MINUTES OF THE XXTH BOARD OF DIRECTORS’ MEETING HELD AT
[VENUE] ON [DAY, DATE] AT [TIME].

PRESENT: [Name of Chairman]- in the Chair
and as per Attendance list

IN ATTENDANCE: [Name of Secretary]- Secretary

NOTICE
The notice convening the meeting was tabled and taken as read.

QUORUM
The requisite quorum being available, the Chairman called the meeting to order.

1. CONFIRMATION OF PREVIOUS MINUTES

The minutes of the xxth Board Meeting held on [date of last board meeting stated in
notice] was confirmed.

2. APPOINTMENT OF ADDITIONAL DIRECTOR

It was RESOLVED that Mr. BBBB be and is hereby appointed Director of the
company to be effective from the date of his completion of all the necessary statutory
documents as required under the Companies Act, 1965.

3. APPOINTMENT OF ALTERNATE DIRECTOR

It was RESOLVED that the appointment of Mr. ADDD as alternate director of Mr.
DDDD be and is hereby approved.

TERMINATION
There being no further business, the meeting ended at [time] with a vote of thanks to the
Chair.

Confirmed,

[signature of chairman]
CHAIRMAN
Date:

53

Nowadays, for opening bank accounts or
update information to your accounts at the
bank: bank will need a copy of the original
resolution

ABC SDN. BHD. (123456 – M)
(Incorporated in Malaysia)

EXTRACT OF MINUTES OF BOARD OF DIRECTORS’MEETING
PASSED ON [….DATE….]

APPOINTMENT OF ADDITIONAL DIRECTOR

RESOLVED:
“THAT Mr. BBBB be and is hereby appointed Director of the company to be effective from
the date of his completion of all the necessary statutory documents as required under the
Companies Act, 1965.”

APPOINTMENT OF ALTERNATE DIRECTOR

RESOLVED:
“THAT the appointment of Mr. ADDD as alternate director of Mr. DDDD be and is hereby
approved.”

CERTIFIED TRUE: This extract shall be used to accompany as
attachment when lodge the said Form 49 to CCM
……………………………………. to update the changes.
(Director) It also normally be used when you want to open
new bank account
………………………………….. Date here shall be the date of the said resolution
(Secretary)
and not the date of the extract

Dated this ……..day of……….20…
54

DISERAHKAN OLEH : COVER LETTER
(nama, alamat dan no. pendaftaran syarikat/
perniagaan atau no.k.p bagi serahan oleh sila kosongkan ruangan ini
individu)
Tarikh:
TEL :
FAK :
RUJ. KAMI :

BERKAITAN : SERAHSIMPANDOKUMEN/
PERMOHONAN

NAMA SYARIKAT :
NO. RUJUKAN :

SURUHANJAYA SYARIKAT MALAYSIA
TINGKAT 17, MENARA SSM
NO.7 JALAN STESEN SENTRAL 5,
KUALA LUMPUR SENTRAL
50623 KUALA LUMPUR

Tuan,

º( ) Bersama-sama ini disertakan dokumen/permohonan untuk pendaftaran/kelulusan mengikut
kategori berikut – ( Sila √ di tempat berkenaan)

☐ Gadaian
☐ Penerimaan
☐ Penggulungan (Winding Up)

( ) Winding-up By Court Order
( ) Winding-up By Members (Voluntary)
( ) Winding-up By Creditors (Voluntary)
( ) Strike Off (Section 308) – Statutory Declaration (SD)
( ) Cessation of Foreign Company

☐ Dokumen Am
☐ Lesen Setiausaha Syarikat
☐ Juruaudit Syarikat
☐ Lain-Lain Dokumen*

º( ) Dengan ini dikembalikan dokumen berikut setelah dipinda seperti yang dikehendaki dalam surat
tuan bertarikh ________________

Dokumen** Tarikh Dokumen “Event Date”*** Bayaran

Disertakan bayaran sebanyak RM ________________ (Tunai/Wang Pos/Kiriman Wang/ Cek/Bank
Draft No.……………….....)
Tandatangan:

º Sila √ di tempat berkenaan.

55

56

FORM 49

Companies Act, 1965
Section 141(6)

Company No.

RETURN GIVING PARTICULARS IN REGISTER OF DIRECTORS, MANAGERS AND SECRETARIES AND

CHANGES OF PARTICULARS
……………………………… (name of company)

DIRECTORS*

Nature of

Business Particulars of Appointment

Nationality/ Date of Occupation other for Change of Identity Card

Full Name Race Birth Residential Address (if any) Directorships Relevant Date No./Passport No.

No change

No change

fhfdhdfh Appointed on
hfdhfhfdh
gjgfj ffd fhdfh hf b XXX (New
hgf fhd hgh
Appointment) tyhtyt

Appointed as

ffg ghgfhjg an Alternate

Director to fbfb
……on XXX

57

Company No. Full Name Nationality / Residential Address Other Nature of Identity Card
Race Occupation Appointment for No./Passport No.
Office in Change of Relevant
Company (if any)
Managers….. Date

Secretaries…. No change

Dated this…….of……….20……

…………….………………………………………………...
Signature of @ Directors / @ Secretaries

Lodged By: (Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel No. and Fax No.)
(Email address)

58

FORM 48A Form 48A shall need to be prepared by the
Companies Act, 1965 proposed directors
Section 16(3A) and 123(4) By rights, according to the said sections in
Companies Act, 1965: THIS FORM 48A SHALL NEED
Company No. TO BE SUBMITTED TO OFFICIAL REEIVER FIRST
BEFORE APPOINTING AS DIRECTOR

STATUTORY DECLARATION BY A PERSON BEFORE APPOINTMENT AS
DIRECTOR, BY A PROMOTER BEFORE INCORPORATION OF CORPORATION

……………….. (name of company)

I, .......................................................................*I/C No/*Passport No………………………………….of
............................................................do solemnly and sincerely declare that:-

(2) I am not an undischarged bankrupt.
(3) I have not been convicted whether within or without Malaysia of any offence :-

a) in connection with the promotion, formation or management of a corporation;
b) involving fraud or dishonesty punishable on conviction with imprisonment for three months or

more; or
c) under section 132, 132A or under section 303, within a period of five years preceding the date of

this declaration.
(4) I have not been imprisoned for any offence referred to in paragraph (2) hereof within the period of five

years immediately preceding the date of this declaration.
*(6) I am an undischarged bankrupt but have been granted leave by the court under section 125 to act as a

director of ...........................................................................................(name of corporation)
*(7) I have been granted leave by the court under section 130 to be director of .................….

(name of corporation) or a promoter of a proposed corporation................................... .... (name of proposed
corporation) or both a director of ............................ (name of corporation) and a promoter of
....................................(name of proposed corporation). I attach herewith an office copy of the court order.
(6) I hereby consent to act as director of ………………………………….. (name of company).

And I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions
of the + Statutory Declaration Act, 1960.

Subscribed and solemnly declared )
by the abovenamed …………………………
at …………….. in the state of …….……. )
this……………day of …………, 20……… )
)

Before me,

This Statutory Declaration shall be lodged with the Registrar of Companies and the Official Receiver
* Strike out whichever is inapplicable.
+ If the declaration is made in another country, it must be made under the law relating to statutory declaration or oaths prevailing in that

country.

Lodged By: (Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel No. and Fax No.)
(Email address)

59

FORM 48A
Companies Act, 1965
Section 16(3A) and 123(4)

Company No.

STATUTORY DECLARATION BY A PERSON BEFORE APPOINTMENT AS
DIRECTOR, BY A PROMOTER BEFORE INCORPORATION OF CORPORATION

……………….. (name of company)

I, .......................................................................*I/C No/*Passport No………………………………….of
............................................................do solemnly and sincerely declare that:-

(1) I am not an undischarged bankrupt.
(5) I have not been convicted whether within or without Malaysia of any offence :-

a) in connection with the promotion, formation or management of a corporation;
b) involving fraud or dishonesty punishable on conviction with imprisonment for three months or

more; or
c) under section 132, 132A or under section 303, within a period of five years preceding the date of

this declaration.
(6) I have not been imprisoned for any offence referred to in paragraph (2) hereof within the period of five

years immediately preceding the date of this declaration.
*(8) I am an undischarged bankrupt but have been granted leave by the court under section 125 to act as a

director of ...........................................................................................(name of corporation)
*(9) I have been granted leave by the court under section 130 to be director of .................….

(name of corporation) or a promoter of a proposed corporation................................... .... (name of proposed
corporation) or both a director of ............................ (name of corporation) and a promoter of
....................................(name of proposed corporation). I attach herewith an office copy of the court order.
(6) I hereby consent to act as director of ………………………………….. (name of company).

And I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions
of the + Statutory Declaration Act, 1960.

Subscribed and solemnly declared )
by the abovenamed …………………………
at …………….. in the state of …….……. )
this……………day of …………, 20……… )
)

Before me,

This Statutory Declaration shall be lodged with the Registrar of Companies and the Official Receiver
* Strike out whichever is inapplicable.
+ If the declaration is made in another country, it must be made under the law relating to statutory declaration or oaths prevailing in that

country.

Lodged By: (Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel No. and Fax No.)
(Email address)

60

REGISTER OF DIRECTORS PURSUANT TO SECTION 141 OF THE COMPANIES ACT, 1965 The said register just need to be UPDATED
……………………….. SDN BHD Page 1

Nationality Date of Business Date of Date Nature of Particulars of
Birth Appointment ceased as Appointment, Other Directorship
Occupation I.C. No/ Director
Full Name /Race Residential Address (if any) Passport No. or Change of Public
and Relevant Company

Date

61

REGISTER OF MANAGERS AND SECRETARIES PURSUANT TO SECTION 141 OF THE COMPANIES ACT, 1965
………………………….SDN BHD

Page 2

Full Name Nationality/ Residential Address Occupation Nature of I/C. No.
Managers…… Race Appointment, or / Passport No.
Change of Relevant

Date

Secretaries…..

62

DISERAHKAN OLEH :

(nama, alamat dan no. pendaftaran ini sila kosongkan ruangan
syarikat/ perniagaan atau no.k.p bagi
serahan oleh individu) The cover letter together with the Form 48A
should be dated before the resolution date and
TEL : submit to Official Receiver before notice of
FAK : meeting
RUJ. KAMI :

BERKAITAN :*SERAHSIMPAN DOKUMEN
/PERMOHONAN

NAMA SYARIKAT :
NO. RUJUKAN :

JABATAN INSOLVENSI Tarikh :
MALAYSIA
JABATAN PERDANA MENTERI
ARAS 2-3, BANGUNAN HAL EHWAL
UNDANG-UNDANG, PRECINT 3
PUSAT PENTADBIRAN KERAJAAN PERSEKUTUAN
62692 WILAYAH PERSEKUTUAN PUTRAJAYA

Tuan,
Dengan ini diserahkan dokumen-dokumen berikut untuk pendaftaran:

Dokumen Tarikh Dokumen
Borang 48A ( set)

Tandatangan :

* Potong yang mana tidak berkenaan

63

CHAPTER 5
PREPARATION OF ANNUAL GENERAL MEETING AND ANNUAL RETURN OF
AN EXEMPT PRIVATE COMPANY

Normarliana bt Laili, Yus Aznita bt Ustadi and Mohd Faiz bin Ismail

PART A: PREPARATION OF ANUUAL GENERAL MEETING OF PUBLIC LISTED COMPANY

6.1 LEARNING OUTCOMES

will be able to prepare a will be able to prepare
notice of an annual general minutes of an annual general
meeting of a public listed meeting of a public listed
company company

will be able to prepare the will be able to prepare the
chairman’s agenda of an attendance lists of an annual
annual general meeting of a general meeting of a public
public listed company listed company

6.2 INTRODUCTION

Requirements to hold an annual general meeting (Section 143 and Section 169 of Companies
Act 1965)

 The AGM is the only shareholders meeting which must be held by all companies. Every
company must hold an AGM as follows:
1) the first AGM must be held within 18 months of its incorporation;
2) an AGM must be held in each calendar year; and
3) an AGM must be held not more than 15 months after the last AGM

The essential requirement of holding AGM cannot be relaxed or modified by the Articles
of Association of the company.

However, as every company is required to lay its balance sheet and profit and loss account
for the period since its last proceeding account (or in the case of first account, since its
incorporation) made up to a date not more than 6 months before the date of the AGM, a

64

company thus may not the luxury of having the hold of 15 months to hold its AGM. It
would have to hold its AGM within 6 months of its financial year end;

 the AGM may be called by the company at any time, so long notices of the meeting are
being given to all persons entitled to receive the notice of the meeting. It is the
requirement that all listed companies must issue its printed annual audited account and
annual reports to its shareholders within 6 months from the close of its financial year;

 According to Section 145 2A, the AGM of a public company shall be called by a notice in
writing of not less than 21 days before the AGM or such longer period as provided in the
Articles.

 According to art. 46 of the Fourth Schedule of the Table A of Companies Act 1965, all that
is transacted at an EGM and AGM are special with the exception of;
1) declaring a dividend;
2) consideration of the account, balance sheet, and the report of the directors and
auditors;
3) the election of directors in the place of those retiring; and
4) the appointment and fixing of the remuneration of the auditors
unless the Articles of the company provides otherwise.

Minutes of Proceedings

 Every company shall cause;
1) minutes of all proceeding 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 14 days of
the date upon which the relevant meeting was held;
2) Those minutes to be signed by the chairman of the meeting at which the proceeding
were had or by the chairman of the next succeeding meeting.

5.3 EXERCISE

a) Prepare the notice of annual general meeting of a public listed company (pg. 348).
b) Prepare the minutes for an annual general meeting of a public listed company (pg. 362).
c) Prepare the chairman’s agenda of an annual general meeting of a public listed company

(pg 354-361).
d) Prepare the directors and shareholders attendance list for the meeting - i.e. separate

attendance list (pg 371).

PART B: PREPARATION OF ANUUAL RETURN

5.4 LEARNING OUTCOMES

65

will know what are the will be able to prepare
information required in the annual return for
the annual return lodgement with CCM

5.5 Annual Return

A company limited by shares is required by the Act to submit to the CCM its annual return within
1 month from the date of the company’s annual general meeting. The company will be charged
with a filing fee of RM150.

The procedure for preparing the annual return:

1. At the financial year end (FYE) ensure that the company’s final accounts have been
prepared by the Accounts Manager or an Accountant.

2. Hold the Board meeting to discuss the following matters:
 To fix the date of the AGM (ensure that the date of the AGM is not later than 6
months after the FYE as to comply with the requirement of section 169 of the
Companies Act 1965)
 To decide the agenda to be included in the notice calling for the AGM
 To obtain the signature of the authorized person on the audited accounts,
directors’ report, auditors’ report etc

3. Preparation for the AGM.
4. After the AGM, prepare the annual return and other documents if necessary such as

Certificate relating to an exempt private company and auditors’ statements.

5.6 Exercise

a) Prepare the annual return of an exempt private company for submission to CCM.
(Assume that the company has prepared its first annual accounts and reports and has
tabled them at its 1st AGM).

b) Certificate relating to an exempt private company.
c) Auditors’ statement.

66

Company No.

…………………………( Name of Company)

CERTIFICATE RELATING TO AN EXEMPT PRIVATE COMPANY

We hereby certify that to the best of our knowledge and belief:

(a) the Company is and has at all relevant times been an exempt private company;
(b) a duly audited profit and loss account and balance sheet which comply with the

requirements of the Act made up to the….day of………., 20…. have been laid
before the Company at the …th Annual General Meeting held on …..day of…….,
20…..; and
(c) as at the date to which the profit and loss account has been made up the company
appeared to have been able to meet its liabilities as and when they would fall due.

Dated:

DIRECTOR ………………………..……………..
[name of director]

SECRETARY
………………………………………

[name of secretary]

(MAICSA NO. 00000000)

AUDITORS ………...…………………………….
Firm: Auditors & Co.
Firm No: AF 000X

Lodged By: ………...…………………………….
Partner:

Partner No.:

(Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel No. and Fax No.)
(Email address)

67

Company No.

……………………….(Name of Company)

AUDITORS’ STATEMENT

Pursuant to Section 165A of the Companies Act 1965

We have audited the balance sheet, income statement and statements of changes in equity
and cash flow of the Company as at …………………. together with the notes thereto,
and have issued our report thereon dated ………………

In connection with our audit and in accordance with Section 165A of the Companies Act
1965, we state as follows:

(a) in our opinion the Company has kept proper accounting records and other books
during the year ended………………………;

(b) the financial statements have been audited in accordance with the Companies Act
1965;

(c) our auditor’s report on the financial statements was not subject to any
qualification and did not include any comment made under sections 174(3) of the
Companies Act 1965; and

(d) as at ………………………., the Company appeared to have been able to meet its
liabilities as and when they fall due.

Dated:

Auditors & Co.
Firm No: AF 000X
Public accountants

…………………………………..
[Name of Partner]
Partner No.:

Lodged By: (Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel No. and Fax No.)
(Email address)

68

DISERAHKAN OLEH : sila kosongkan ruangan ini
(nama, alamat dan no. pendaftaran syarikat/
perniagaan atau no.k.p bagi serahan oleh
individu)

TEL :
FAK :
RUJ. KAMI :

BERKAITAN : SERAHSIMPANDOKUMEN/
PERMOHONAN

NAMA SYARIKAT :
NO. RUJUKAN :

SURUHANJAYA SYARIKAT MALAYSIA Tarikh:
TINGKAT 2, 10-18, PUTRA PLACE
100 JALAN PUTRA,
50622 KUALA LUMPUR

Tuan,

º( ) Bersama-sama ini disertakan dokumen/permohonan untuk pendaftaran/kelulusan mengikut
kategori berikut – ( Sila √ di tempat berkenaan)

☐ Gadaian

☐ Penerimaan

☐ Penggulungan (Winding Up)

( ) Winding-up By Court Order
( ) Winding-up By Members (Voluntary)
( ) Winding-up By Creditors (Voluntary)
( ) Strike Off (Section 308) – Statutory Declaration (SD)
( ) Cessation of Foreign Company

☐ Dokumen Am

☐ Lesen Setiausaha Syarikat

☐ Juruaudit Syarikat

☐ Lain-Lain Dokumen*

º( ) Dengan ini dikembalikan dokumen berikut setelah dipinda seperti yang dikehendaki dalam surat
tuan bertarikh ________________

Dokumen** Tarikh Dokumen “Event Date”*** Bayaran

Disertakan bayaran sebanyak RM ________________ (Tunai/Wang Pos/Kiriman Wang/
Cek/Bank Draft No.……………….....)

Tandatangan:

º Sila √ di tempat berkenaan.
* Sila √ di tempat berkaitan dan nyatakan butirannya seperti dalam Jadual A atau B.
** Sekiranya bukan borang ditetapkan (not prescribe form) sila nyatakan butiran dokumen tersebut.

69

Left blank
7.5cm x 10 cm

The Companies Act, 1965
Company No.

FORM OF ANNUAL RETURN OF A COMPANY HAVING A SHARE CAPITAL
(Pursuant to Section 165)

Annual return of the……………..made up to the ….day of ………., 20 ….. (being the date of or a
date not later than the fourteenth day after the date of the annual general meeting in 20……….).

The date of the annual general meeting of the company held in respect of the calendar year 20…
was the…….. day of …………, 20…………..

*The last annual general meeting was held on the ………. day of ………, 20……… in respect of
the calendar year 20……….. and the annual return made up to the ….. day of ………, 20……. has
been lodged with the Registrar.

+An extension of time to hold the annual general meeting for the calendar year 20.......... to
the.............. day of................................... 20.......... was granted by the Registrar.

Particulars Relating to the Company

The address of the registered office of the company is…………..……….…………………………
…………………………………………………………………………….…………………………

The address of the place at which the register of members is kept (if other than the registered
office) is …………………………………………………………………………………………….
……………………………………………………………………………………………………….

70

Addresses of the places at which business is carried on (indicating the principal place) are £
………………………………………………………………………...……………………………..
++Principal nature of business carried on by the company:-
1………………………………………….
2………………………………………….
3…………………………………………..

* Delete if annual return is lodged in respect of the first annual general meeting.
+ Delete if inapplicable.
£ Where the space provided is insufficient, a separate list may be annexed.
++ State three main business actually carried on by the company in order of priority.

71

Company No.

Summary of Share Capital and Shares (shares of RM.......each)
(shares of RM….. each)
Nominal share capital RM………….. divided into ………………..1

Total number of shares taken up1 to the……….day of …….… 20…..…
(being the date of the annual return or other authorized date)…………..

Number of shares issued subject to payment wholly in cash………………

Number of shares issued as fully paid up otherwise than in cash………….

Number of shares issued as partly paid up to the extent of........ per share
otherwise than in cash……………………………………………………

2Number of shares (if any) of each class issued at a discount

Total amount of discount on the issue of shares which has not been written
off at the date of this return

Number of shares held by citizens who are Malays and Natives

Number of shares held by citizens who are non Malays and non Natives

Number of shares held by non-citizens

3Number of shares held by bodies corporate controlled by Malays
and Natives

3Number of shares held by bodies corporate controlled by citizens

who are non-Malays and non-natives
3Number of shares held by bodies corporate controlled by non-

citizens

4There has been called up on each of ............... shares RM

4There has been called up on each of ............... shares RM

4There has been called up on each of ............... shares RM

5Total amount of calls received including payments on application RM
and allotment

Total amount (if any) agreed to be considered as paid on …………shares

which have been issued as fully paid up otherwise than in cash RM

Total amount (if any) agreed to be considered as paid on ………… shares

which have been issued as partly paid up to the extent of …………. per share

otherwise than in cash RM

72

Company No.

Total amount of calls unpaid RM

Total amount of sums (if any) paid by way of commission in respect of RM
any shares or debentures since the date of last return
RM
Total amount of sums (if any) allowed by way of discount in respect of RM
any debentures since the date of last return RM

Total number of shares forfeited

Total amount paid (if any) on shares forfeited

1Where there are shares of different kinds or amount (e.g., preference and ordinary, or RM.............. and RM ..................) state the
numbers and nominal values separately.

2If the shares are of different kinds, state them separately.
3“Body corporate” means “corporation” as defined in section 4 but for this purpose it also includes the exceptions thereof.

“Controlled by” means where no less than half of the issued capital (excluding any part thereof which consists of preference shares) is
beneficially owned by or where not less than half of the voting power is controlled by the person.

4Where various amounts have been called or there are shares or different kinds, state them separately.
5Include what has been received on forfeited as well as on existing shares.

73

Company No.

Particulars of Indebtedness

*Particulars of the indebtedness of the Company in respect of all charges which are required to be

registered with the Registrar of Companies are as follows :-

Registered Date of Nature of Name of Amount of the

No. Registration Charge chargee indebtedness

Total : RM

*Particulars of charges not required to be registered under the Companies Act, 1965 are as

follows:

Date of Creation Nature of Charge Name of chargee Amount of the

indebtedness

Total : RM
+ Total amount of indebtedness as at the date of the return RM…………………….

* Strike out if inapplicable.
+ State the total amount of indebtedness of the company as at the date of return.

74

Company No.

Copy of the last audited Balance Sheet and Profit and Loss Account of the Company

This return must include a copy, certified by a director or by the manager or secretary of the
company to be a true copy of the last balance sheet and of the last profit and loss account which
have respectively been audited by the company’s auditors (including every document required by
law to be annexed or attached thereto) together with a copy of the report of the auditors thereon
(certified as aforesaid) and if any such balance sheet or account is in a language other than the
National Language or English there must also be annexed to it a translation thereof in the National
Language or English certified in the prescribed manner to be correct translation. If the said last
balance sheet or account did not comply with the requirements of the law as in force at the date of
the audit there must be made such additions to and corrections in the said copy as would have been
required to be made therein in order to make it comply with the said requirements, and the fact that
the said copy has been amended must be stated thereon. If a company has more than one such
audited balance sheet or profit and loss account since the date of the last return, every such balance
sheet and profit and loss account must be included.

Where a holding company has a subsidiary company incorporated in a country outside Malaysia,
whether the subsidiary company has or has not established a place of business in Malaysia there
shall be annexed to the balance sheet and profit and loss account of the holding company a separate
balance sheet and profit and loss account for the subsidiary company.

Notwithstanding for foregoing provisions this return need not include a copy of the last balance
sheet and profit and loss account of any company which is an exempt private company at the date
of the return and has been an exempt private company since the date of the last return, the
incorporation of the company or the commencement of this Act, whichever last occurs, if the return
includes a certificate signed by a director of the Company, the secretary of the Company and the
auditor of the Company which certifies that, to the best of their knowledge and belief :-

(a) the company is and has at all relevant times been an exempt private company.

(b) a duly audited profit and loss account and balance sheet which comply with the requirements
of the Act made up to a date specified in the certificate have been laid before the company in a
general meeting; and

(c) as at the date to which the profit and loss account has been made up the company appeared to
have been able to meet its liabilities as and when they would fall due.

75

Company No.

Certificate to be given by all Companies

A certificate in the form set out hereunder shall be given by the secretary or a director of every
company.

Certificate

I/We 1after having made due inquiries certify:-

(a) that the provisions of the Unclaimed Moneys Act, 1965 relating to the unclaimed
moneys have been complied with;

(b) having made an inspection of the share register, that transfers have not1 been registered
since the date of the last annual return 1

or

the incorporation of the company 1

(c) 2that the company has not since the date of the last annual return3 issued any invitation
to the public to subscribe for any shares in or debentures of the Company or to deposit
moneys for fixed periods or payable at call; and

(d) 4that the excess of members of the company above fifty (counting joint holders of shares
as one person) consists only of persons who are in the employment of the company or
of its subsidiary or persons who while previously in the employment of the company or
of its subsidiary were and thereafter have continued to be members of the Company.

Signature Director5

Signature Secretary

1 Strike out if inapplicable.

2 Strike out this paragraph if the company is not a private company.
3 In the case of the first annual return of a private company strike out the words “last annual return”
and substitute the words “incorporation of the company”.

4 Strike out this paragraph except in the case of a private company whose members exceed fifty.

5 NOTE - A certificate signed by the same person in the capacity of both director and secretary will

not be accepted. See section 139(5).

Company No.

76

Particulars of the *Directors, Managers, Secretaries and Auditors of the ……………… at the date

of the Annual Return.

Other business

occupation and in the

Full Name + I.C. No. Usual Address $ case of Directors,

Passport No. particulars of other

& Directorships required

to be shown by s.141

(2) (b) and (3) if none,

state so.

Directors :-

Manager, (if any) :-
Secretaries :-

Auditors for the
current financial
year:-

.......................................................
Signature of @ Director/@Secretary

______________________________________________________________________________

* Directors includes any person who occupies the position of a director by whatever name called and any person in accordance with
whose directions or instructions the directors of a company are accustomed to act.
+Insert full name and any former name of the officer. If an officer is of female gender insert ‘(f)” against her name. In the case of a
person appointed as an alternate to another director insert “alternate to (name of director)” against his name.
++In the case of a firm of auditors insert the firm number.
$ Other than the directors, the address given must be the usual residential address. See paragraph 141(2)(a) and subsection 141(4).

77

78

Company No.

List of persons holding shares in………………………….on the ………………

the shares so held:
NOTE – If the names in this list are not arranged in alphabetical order, an index

be annexed to this list.

Folio in Name, I/C No./ Passport No. and address* +Number of shares +M
register held by existing and N
Ledger members++
containing
particulars

*If a shareholder is a company, please state its company number, which is the number allocated to it on its inc
+The aggregate number of shares held, and not the distinctive numbers must be stated, and the column must b
++When the shares are of different classes these columns may be subdivided so that the number of each class
of stock must be shown.
$The Analysis of Shareholding need not include any column thereunder that is not applicable.

Lodged By: (Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel No. and Fax No.)
(Email address)

7

……….. (being the date of the return or other authorized date) and an account of

sufficient to enable the name of any person in the list to be readily found must

Analysis of Shareholdings $

Malays +Citizens +Non- +Body +Body +Body
Natives who are non- citizens corporate corporate corporate
Malays and controlled controlled controlled by
non-natives by Malays by citizens non-citizen
and Natives who are
non-Malays
and non-
natives

corporation by the Registrar.
e added up throughout so as to make one total to agree with that stated in the summary to have been taken up.
s held may be shown separately. Where any shares have been converted into stocks, particulars of the amount

…………………………………

Secretary

79

References

1. Government of Malaysia. (2015). Companies Act 1965. Kuala Lumpur
2. Krishnan Arjunan. (2013). Company Law in Malaysia. Petaling Jaya: Le
3. MAICSA. (2005). Company Secretarial PRactice. Petaling Jaya: MAICS
4. Meng, K. S. (2005). Handbook on Company Secretarial Practice in Ma
5. Shanty Rachagan, Janine Pascoe, & Anil Joshi. (2010). Concise Princip
6. Suruhanjaya Syarikat Malaysia. (2016, September 19). Services. R

http://www.ssm.com.my/en/form-public
7. Wai, C. T. (2012). Guide to Table A-Articles of Association. Singapore
8. Zubaidah Zainal Abidin, & Ali Shah Hashim. (2010). Coprorate Go

Publication Centre.

8

r: MDC Publisher Sdn Bhd.
exisNexis.
SA.
alaysia. Petaling Jaya: LexisNExis.
ples of Company Law in Malaysia. Petaling Jaya: LexisNexis.
Retrieved September 19, 2016, from Suruhanjaya Syarikat Malaysia:
e: Lexis Nexis.
overnance Practice of the Company Secretary. Shah Alam: University

80