COURSE TITLE : COMPANY SECRETARIAL PRACTICE

COURSE CODE : CRG 660

TOPIC 5 : STATUTORY BOOKS

LECTURER : PATRICK ATAN

Areas to be covered:-
 Statutory vs. Non-statutory books
 Types of statutory books
 Maintenance and contents of statutory books
INTRODUCTION
 Companies to maintain Statutory book: CA 2016 requires company
registered with CCM to keep and maintain statutory books.

 The company secretary is responsible to ensure that requirement of

the Act is met and take necessary action to update the books and
provide facilities for inspection.

 Keep at registered office: The book must kept at the registered office
in Malaysia.

 Format of the book: The book may kept either in abound book or by
recording the matter in any other permanent manner (e.g. loose-leaf
sheet or card or in computer media) so long as the recording is
capable of being reproduced in a legible form (S. 49 (1).
 Non-Compliance : May render the company and any officer in default to a
fine of not exceeding RM500,000 or imprisonment 5 years or both
(S.49(4))
STATUTORY BOOKS REGISTERS (6)

BOOKS OF
ACCOUNTS

MINUTE BOOK

NON- STATUTORY REGISTERS (4)

BOOKS
Statutory Books: Registers and Books

1. Register of Members (S.50).

2. Register of Directors, Managers and Secretaries (S.57)
3. Register of Debenture Holders (S.60)
4. Register of Substantial Shareholders (S.144)
5. Register of Director’s Shareholding, Debentures and Interest (
S.59)
6. Register of Charges (S.357)
7. Minutes Book (S.341)
8. Book of Accounts (S.245)

Statutory Books: Registers and Books

1. Register of Transfer shares ( S.105 & 106)
2. Register of application and allotment (S.75-77 )
3. Register of documents seal /seal book –(S.61)
4. Register of important documents-(S.66)
 Types of statutory books
 Maintenance and contents of statutory books

1. Register of Members (S.50). The particulars required:-

 Name and addresses of the members
 Identity cards number and nationality
 Number of shares and shares certificates number
 Amount paid and agreed to be considered as paid on shares
 Date at which any person ceased to be a member
 Date of every allotment of shares to member and number of
shares comprised in each allotment
 Date of acquisition or transfer of shares and the amount and
particulars of the shares involved.
1. Register of members (S.50)
 Changes in members’ particular must notify Registrar (CCM/ROC) within
14 days from date of changes (S.51)
 Must be kept at register office. If other than registered office –
Notice of where register of member and index kept, or of change in
that place (S.54).
 For the Company with more than 50 members must keep an index
to easy access
 Non Compliance may render the company and any officer in default
to a fine of not exceeding RM20,000 & additional RM5,000/day
for Consecutive offence .

 Closure of the register: A company may close the register of members

by giving at least 14 days notice to CCM before the closure date
(S.56).
 The purposes:
 to determine the registered members as at the date of closure for
the purpose of paying dividend or making some other
distribution to the members (interest, new securities).
 Also known as entitlement date for listed companies.
 The closure should be authorised by BOD’s resolution.
2. Register of Directors, Managers and Secretaries (S.57). The
particulars required:-
◦ Directors
 Full Name, Former name and residential address, date of birth and business
occupation and identification
 Particular of any other directorships of public companies or subsidiary of
public companies
 Particular of alternate director and alternate to which Director
 Date of the appointment, removal, resignation and changes in particulars
◦ Managers and Secretaries
 The register must specify with respect to each manager and secretary his full
name, identification and residential address and other occupation
 Managers referred to the principal executive officer whether or not he is a
director, such as GM, Assistant GM and MD.

◦ Failure (S.57(6)
 Penalty on Company & Officer : Not Exceed RM10,000 & RM500 /day for
continues contravene in future
2. Register of Directors, Managers and Secretaries (S.57).

 The company must lodged to ROC /CCM within 14 days

after:-
 Incorporation of the company
 A person ceases to be, or becomes a Director, Manager and
Secretary of the company
 Any change in particulars of directors, secretary and
managers.

 Penalty on Offence by Company & Officer (S.58 (4)

 First time - Not Exceed RM50,000
 Further contravene in future : RM50,000 PLUS RM500 /day
3. Register of Debenture Holders (S.60).

◦ Debenture: Definition: S.2 CA2016

 Debentures to include debenture stock, bond, notes and any
other securities of a company whether constituting a charge on
the assets of the company or not.

 a document issued by a corporation containing an

acknowledgement of a debt or evidencing the
indebtedness of a corporation in respect to any money that is
deposited with or lent to the corporation.
3. Register of Debenture Holders (S.60).

◦ Debenture:.
 type of debt instrument that is not secured by physical asset
or collateral. Debentures are backed only by the
general creditworthiness and reputation of the issuer. Both
corporations and governments frequently issue this type of bond in
order to secure capital.  Bond buyers generally purchase
debentures based on the belief that the bond issuer is unlikely to
default on the repayment. An example of a government debenture
would be any government-issued Treasury bond (T-bond) or
Treasury bill (T-bill). T-bonds and T-bills are generally considered
risk free because governments, at worst, can print off more money
or raise taxes to pay these type of debts.
 
 
◦ Section 60 of the CA2016 stipulates that every company which
issues debenture must keep a register of debenture holders
and copies of trust deed at the registered office. Any changes
of the place must notify CCM using within 14 days.
3. Register of Debenture Holders (S.60).

The particulars required:-

◦   Information contained
 Name of the holder
 His address
 The amount he held
 Date entered in the register
 Date ceased to be a holder

 The register must be open for inspection to the registered

holder and shareholder of the company.

◦ Failure (S.57(6)
 First time - Not Exceed RM20,000
 Further contravene in future : RM20,000 PLUS RM1,000 /day
4. Register of Substantial Shareholders (s.144).
For Public Company Only. The particulars required:-
 
Substantial Shareholders:  (S.136 )
A person considered to be a substantial shareholder of a company:-

1. If he has not less than five (5) percent of the aggregate of

the nominal amount all the voting shares in the company.
Example: if there is RM1 million issued share capital consists of 1
million shares of RM1 each, a bare trustee must have not less than
20,000 units of shares with a nominal value of RM20,000 will be
considered as substantial shareholder,

2. If the share of the company is divided into two or more classes

of shares, a person also considered as substantial shareholder if he
has not less than five (5) percent of the aggregate all the
voting shares included in that class or those classes.
4. Register of Substantial Shareholders (S.144).
 
 A bare trustee: Person who does not have any right to
determine how interest of the beneficiary to be dealt with. E.g.
Company providing nominee services.

 Notice to every substantial shareholders should be given to

inform them that they are the substantial shareholders of the
company.

 The register must be keep at the register office and must be

available for inspection by any member (FOC) and other
person on payment of a prescribed fee of RM10.
5. Register of Director’s Shareholding, Debentures and Interest
(S.59).

The particulars required:-

 
◦ S 59 requires every company to keep a register showing with respect
to each director of the company particulars of:-

 Directors’ interest in Shares: Shares in the company or in a

related corporation being share in which the directors has an
interest, and the nature and extent of that interest -S.59(1) (a)

 Directors’ interest in Debenture: Debenture of or participatory

interest made available by the company or a related
corporation, debentures or participatory interest in which the
director has interest and the nature and extent of that
interest- S.59(1) (b)

 Directors’ interest in Right and Option: Rights and option of the

Directors and/or other person (s) in respect of acquisition or
disposal of shares in, debenture of or participatory interest made
available by the company or a related corporation- S.59(1) (c)
5. Register of Director’s Shareholding, Debentures and Interest
(s 134). The particulars required:-
 Directors’ interest in Contract: Contracts to which the Director is a
party or under which he is entitled to a benefit being contracts
under which a person has a right to call for or to make delivery of
shares in, debentures or participatory interests made available by
the company or a related corporation- S.59(1) (d).

◦ Update the register:

 A Co. shall within 3 days after receiving notice in writing from
directors under S.219 (1) (a) enter in its register in relation to the director
the particulars including the No. & description of shares, debentures,
participatory interest, rights, options & contract after he become a director.
The particulars are also include:-
 The price or other consideration for the transaction
 The date of the agreement for the transaction
5. Register of Director’s Shareholding, Debentures and Interest
(S.59). The particulars required:-
 

◦ Must be kept at registered office

◦ The register must be open for inspection
 Member without any fees anytime
 Others: RM20 or less within 21 days or less of request
◦ The company must produce it register of director’s shareholding
at each AGM.

◦ Failure Company & Officer (S.59(13)

 First time - Not Exceed RM500,000
 Further contravene in future : RM500,000 PLUS RM1,000 /day
6. Register of Charges (S.352).

◦ The Company raised fund from borrowing from financial institution

and shall provide security in the form of a mortgage by creating
a fixed charge over the company’s assets.

◦ S 353 governs the registration of the charges where every company

must enter in all charges specifically affecting the property of
the company. The particulars to be enter in: -
 Short description of the property charges
 The amount of the charge
 The name of the person entitle thereto.

◦ The charge must be registered with CCM within 30 days of its

creation as confirmation of registration.

◦ Register of Charges to keep at the registered office and open for

inspection.
◦ Failure Company & Officer (S.359 & 262)
 First time - Not Exceed RM50,000
 Further contravene in future : RM500,000 PLUS RM500 /day
6. Register of Charges (s 115).

◦ Types of charges that need to be registered with CCM as required by

S.353 CA2016
 A charge to secure any issue of debenture
 A charge on uncalled capital of the company
 A charge on shares of a subsidiary of the company which are
owned by the company
 A charge on land
 A charge on the company’s book debts
 A floating charge on company’s property
 Prepayments
 A charge on a ship or aircraft
 Company’s Goodwill
 Bank Balance
7. Minutes Book (S.341).
◦ Definition: Minutes are written record of the business transacted
at a meeting. The minutes usually contained of:-
 A heading stating the name of the body holding the meeting,
the kind of meeting, the place, day date and time of the
meeting
 Names of person present, those attending officially or by
invitation.
 A record of decision taken and resolution passed
◦ S.342-Minutes of all proceeding at general meeting, Board
Meeting and Management meeting must be entered in the
minutes books within 14 days of the meeting.
◦ Minutes must be signed by the Chairman at the succeeding meeting
and signed minutes are to be regarded as prima facie evidence of the
proceeding at the meeting.
◦ Minutes book must keep at the Reg. Office (7 years) -S.46 (f)
◦ Minutes of General Meeting and Members resolution must be open for
inspection. However, minutes of the Directors’ meeting and Directors’
circular resolution is not available for inspection by members.
◦ Failure Company & Officer (S.359 & 262)
 First time - Not Exceed RM10,000
 Further contravene in future : RM10,000 PLUS RM500 /day
8. Book of Accounts (S 245).

◦ It is not the secretary’s duty to maintain the books of accounts

but it is a statutory books and the secretary should be aware of
the requirement of the act.

◦ Requirements :

1. S245(1)(a) & (b): requires that directors and managers to keep

proper company accounts & audited so as to explain the
transactions and financial position of the company.

2. S245(2): Appropriate entries for every transaction should be

made within 60 days from the date of the transaction occur

3. S245(3)The company shall retain the accounting records for at

least 7 years.

4. S245(4)The Book of accounts must kept either at the register

office or such other place in Malaysia as director think fit
and must be open for inspection by the directors at all time.
8. Book of Accounts
◦ The book of accounts also required to:-
 The accounts must be audited and stated in Malaysian
currency, approved and adopted by the BOD and laid down
before the shareholders in the AGM.
 The accounts then, not less than 14 days before the AGM,
send a copy of the audited accounts to all persons entitled
to receive notice of general meeting of the company.
 The accounts to be prepared, tabled in the AGM and
delivered/submit to CCM must include the following:-
 Income Statement ( Profit & Loss A/c), Statement of Finanacial
Position & Notes to the accounts.
 Directors’ report signed by at least two directors
 Directors’ statement signed by at least two directors
 Auditor’s report
8. Book of Accounts (244).
◦ The audited accounts tabled in the AGM will be filing together with
Annual Return to CCM within one month after AGM held by the
company.
◦ The Annual Return shall made up to AGM date or a date not
later than 14 days after the date of AGM.
◦ The contents of Annual Return (S.68 (3):-
 The address of registered office
 A summary, distinguish between shares issued for cash and
shares issued as fully or partly paid up otherwise than cash
 Refer to Ex. 16-1 (PP 285 to 290)
 Types of statutory books
 Maintenance and contents of statutory books

1. Register of transfer shares

◦ One of the most common non-statutory register kept by the Co.

◦ The register to records the movement of shares.

◦ The register usually contained the following information:-

 The transfer number and the date of transfer
 Name and address of transferor
 The name, address and identification of transferee
 The number of share acquired by transferee
 Folio and share certificate number
2. Register of application and allotment
◦ The register to record the application & allotment of shares in the Co.

◦ The register usually contained the following information:-

On Application received:
 Name, NRIC and address of applicants
 Nationality and race of applicant
 Number of shares applied
 Amount paid on application

On Allotment made:
 Allotment number
 Number of shares allotted
 Total amount received in respect of shares allotted
 Total amount due on allotment
3. Register of documents Seal / Seal book -S.61
◦ The register to record the particulars of documents where the
company’s common seal was affixed to keep track the usage of
the common seal.

◦ Most the company does not maintain such a book.

4. Register of important Documents - S.47
◦ It would be useful to have a register to record receipt of various
documents lodged with the company for the purpose of
registration.
1. S.50 CA2016 requires all companies to maintain a register of
members. State the particulars required to be entered in the
register of members.

2. How can a company close the register of members? State the

purpose of closing the particular register book.

3. State the provisions under the S.245 CA2016 with respect to the
maintenance of books of accounts.

4. State three (3) particulars to be entered in the register of charges

and briefly explain the procedures of registration with Companies
Commission of Malaysia (CCM).
1. June 2018 ( Part A. Q9)
2. June 2019 9 Part A-Q5)
3. July 2017 9 Part A-Q6)