PART IV - ISSUES OF SECURITIES AND TAKE-OVERS AND MERGERS DIVISION 4 - DEBENTURES Subdivision 2- General
Section 92. Register of debenture holders.
(1) Subject to subsection (2) , every borrower which issues debentures, not being debentures transferable by delivery, shall keep a register of debenture holders at its registered office or at some other place in Malaysia.
(2) Where the borrower is a company, the borrower shall comply with the provisions of section 70 of the Companies Act 1965 that relate to the obligation to keep a register of debenture holders and a branch register of debenture holders.
(3) The register shall contain particulars of-
(a) the names and addresses of debenture holders; and
(b) the amount of debentures held by them.
(4) The register shall be open for inspection by registered debenture holders or shareholders of the borrower except when duly closed under subsection (5) .
(5) A register is deemed to be duly closed-
(a) if it is closed in accordance with the provisions contained in-
(i) the constituent documents of the borrower;
(ii) the debentures or debenture stock certificates;
(iii) the trust deed; or
(iv) any other document relating to or securing the debenture; and
(b) where it is closed for such periods as is specified in any of the documents mentioned in subparagraphs (5)(a)(i) , (5)(a)(ii) , (5)(a)(iii) and (5)(a)(iv) , provided that such period does not exceed, in the aggregate, thirty days in any calendar year.
(6) A borrower shall, upon request, supply every registered debenture holder or shareholder of the borrower with a copy of the register of debenture holders, or such part thereof, on the payment of a reasonable sum as may be specified by the borrower.
(7) The copy of the register of debenture holders referred to in subsection (6) need not include the particulars of any debenture holder other than the name and address of the registered debenture holder and the debentures held by him.
(8) If inspection is refused, or a copy is refused or not forwarded within a reasonable time after a request has been made pursuant to this section, the borrower and every officer of the borrower who is in default shall be guilty of an offence and shall on conviction be liable to a fine not exceeding one hundred thousand ringgit.
(9) A borrower issuing debentures may keep at any place outside Malaysia a branch register of debenture holders which shall be deemed to be a part of the borrower's register of debenture holders, and the provisions of Division 4 of Part V of the Companies Act 1965 shall, with such adaptations as are necessary, apply to and in relation to the keeping of a branch register of debenture holders.
(10) Notwithstanding the provisions of subsections (1) to (9) , the Commission may, either on the written application of any borrower referred to in subsection (1) or of its own accord, make an order relieving such borrower from, or approving any variation from, the requirements of this section relating to the maintenance of a register of debenture holders, subject to such terms and conditions as it deems fit.
(11) A borrower and every officer of the borrower who is in contravention of subsection (1) , (3) or (9) shall be guilty of an offence and shall on conviction be liable to a fine not exceeding one hundred thousand ringgit.