ACT 125
COMPANIES ACT 1965 (REVISED - 1973)

 
EIGHTH SCHEDULE
 
EIGHTH SCHEDULE (COMPANIES ACT 1965 (REVISED - 1973) - ACT 125)

[Section 165]

PART I

Contents of Annual Return of a Company Having a Share Capital



1. The address of the registered office of the company.

2. In a case in which the register of members is kept elsewhere than at the registered office, the address of the place where it is kept.

3. A summary, distinguishing between shares issued for cash and shares issued as fully or partly paid up otherwise than in cash, specifying—

    (a) the amount of the share capital of the company, and the number of the shares into which it is divided;

    (b) the number of shares taken up from the incorporation of the company to the date of the return;

    (c) the amount called up on each share;

    (d) the total amount of calls received, including payments on application and allotment;

    (e) the total amount, if any, agreed to be considered as paid on shares which have been issued as fully or partly paid up otherwise than in cash;

    (f) the total amount of calls unpaid;

    (g) the total amount of the sums, if any, paid by way of commission in respect of any shares or debentures since the date of the last return;

    (h) particulars of the discount allowed on the issue of any shares issued at a discount, or of so much of that discount as has not been written off at the date of the return;

    (i) the total amount of the sums, if any, allowed by way of discount in respect of any debentures since the date of the last return;

    (j) the total number of shares forfeited; and

    (k) the total amount, if any, paid on shares forfeited.

4. Particulars of the total amount of the indebtedness of the company in respect of all charges which are required to be registered with the Registrar.

5. Except in the case of a company to which section 166 applies a list as at the date of the return or as at such other date as the Registrar authorizes in the case of any company—

    (a) containing the full names and addresses of all persons who on such date are members of the company;

    (b) stating the number of shares held by each member at the date of the list; and

    (c) if the names are not arranged in alphabetical order, having annexed thereto an index sufficient to enable the name of any person in the list to be easily found.

6. Where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the list must give particulars as to the amount of stock or the number of stock units instead of the amount of shares.

7. In the case of a company keeping a branch register—

    (a) references in paragraphs 5 and 6 to particulars required shall be taken as not including any such particulars contained in the branch register, so far as copies of the entries containing those particulars are not received at the registered office of the company before the date of the list in question; and

    (b) where an annual return or a list of members is dated between the date when any entries are made in the branch register and the date when copies of those entries are received at the registered office of the company, the particulars contained in those entries, so far as relevant to an annual return, shall be included in the next or a subsequent annual return as may be appropriate having regard to the particulars included in that return with respect to the company's register of members.

8. All such particulars with respect to the persons who at the date of the return are, or, are deemed to be, directors of the company and any person who at that date is a manager or secretary of the company as are by this Act required to be contained in the register of directors managers and secretaries.

9. Name and address of the auditor of the company.

PART II

Form of Annual Return of a Company Having
a Share Capital


Company No.




Annual return of the ................................................. Berhad 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


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

Addresses of 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 in 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.


Summary of Share Capital and Shares

      Nominal share capital RM .................. divided into(1)
    (shares of RM .............. each)
    (shares of RM .............. each)

      Total number of shares taken up(1) to the .............. day of ............ 19 ........... (being the date of the 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
    .........................

      (2)Number 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 share held by non-citizens
    .........................

      (3)Number of shares held by bodies corporate controlled by citizens who are Malays and natives
    .........................

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

      (3)Number of shares held by bodies corporate controlled by non-citizens
    .........................

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

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

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

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

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

      Total amount of calls unpaid
    RM .........................

      Total amount of sums, if any, paid by way of commission in respect of 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 any debentures since the date of last return
    RM .........................

      Total number of shares forfeited
    RM .........................

      Total amount paid, if any, on shares forfeited
    RM .........................


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

(2)If the shares are of different kinds, state them separately.

(3)"Body corporate" means "corporate" as defined in section 4 but for this purpose it also includes the exceptions thereof.
    "Controlled by" means where not 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.

(4)Where various amounts have been called or there are shares of different kinds, state them separately.

(5)Include what has been received on forfeited as well as on existing shares.
___________________________

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 No.
Date of Registration
Nature of Charge
Name of chargee
Amount of the 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 the return.

Copy of 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 a 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 so 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 the 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.

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


l / We(1) after 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 not(1) been registered since date of the last annual return(1)

or

    the incorporation of the company(1);

    (c) (2)that the company has not since the date of the last annual return(3) 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) (4)that 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
Signature
      Director(5)
      Secretary


Particulars of the *Directors, Managers, Secretaries and Auditors of the ................ Berhad at the date of the Annual Return.



Full Name +
I/C No./Passport No.++
Usual Address ?
Other business occupation and in the case of Directors, particulars of other Directorships required to be shown by paragraph 141(2) (b) and subsection141(3), if none, state so
    Directors -
    Manager, if any -
    Secretaries -
    Auditors for current financial year -
.................
(Signature)
___________________________
(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 subsection 139 (5).

*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 the 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 auditors, the address given must be the usual residential address. See paragraph 141(2)(a) and subsection 141(4).
_______________________


List of persons holding shares in the ............................ Berhad on the ............................ day of ................. 19 ......... (being the date of the return or other authorized date) and an account of the shares so held:

NOTE - If the names in this list are not arranged in alphabetical order, an index sufficient to anable the name of any person in the list to be readily found must be annexed to this list.


Folio in register Ledger containing particulars
Name, I/C No./Passport No. and address*
+Number of shares held by existing members++
Analysis of Shareholdings?
+Malays and Natives
+Citizens who are non-Malays and non-natives
+Non-citizens
+Body corporate controlled by Malays and Natives
+Body corporate controlled by citizens who are non-Malays and non-natives
+Body corporate controlled by non-citizen









_______________________
*If a shareholder is a company, please state its company number, which is the number allocated to it on its incorporation by the Registrar.

+The aggregate number of shares held, and not the distinctive numbers, must be stated, and the column must be added up throughout so as to make one total to agree with that stated in the summary to have been taken up.

++When the shares are of different classes these columns may be subdivided so that the number of each class held may be shown separately. Where any shares have been converted into stocks, particulars of the amount of stock must be shown.

?The Analysis of Shareholding need not include any column thereunder that is not applicable.

.....................................................
[Signature]