ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART IX - INVESTIGATIONS

Section 209. Power to impose restrictions on shares or debentures.

(1) Where in connection with an investigation under section 207 or 208, it appears to the Minister that there is difficulty in finding out the relevant facts about any shares (whether issued or to be issued), and that the difficulty is due wholly or mainly to the unwillingness of the persons concerned or any of them to assist the investigation as required by this Act, the Minister may by notice published in the Gazette direct that the shares are until further notice subject to the following restrictions: (a) that any transfer of those shares or any exercise of the right to acquire or dispose of those shares or in the case of unissued shares any transfer of the right to be issued therewith and any issue thereof, shall be void; (b) that no voting rights shall be exercisable in respect of those shares; (c) that no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder thereof; and (d) that except in a liquidation, no payment shall be made of any sums due from the company on those shares, whether in respect of capital or otherwise. (2) Where the Minister gives notice directing that shares are subject to all or any of the restrictions referred to in subsection (1) or, having given such a notice in relation to any shares, refuses to make an order directing that the shares shall cease to be subject to those restrictions, any person aggrieved thereby may apply to the Yang di-Pertuan Agong who may, if he sees fit, direct that the shares shall cease to be subject to those restrictions. (3) Any order of the Minister or of the Yang di-Pertuan Agong directing that shares shall cease to be subject to the restrictions referred to in subsection (1) which is expressed to be made with a view to permitting a transfer of those shares may continue the application of paragraphs (1)(c) and (d), in relation to those shares, either in whole or in part, so far as those paragraphs relate to any right acquired or offer made before the transfer. (4) Where any shares are for the time being subject to any restrictions referred to in subsection (1), any person who— (a) having knowledge that the shares are subject to any such restrictions, exercises or purports to exercise any right to dispose of those shares, or of any right to be issued with the shares; (b) votes in respect of those shares, whether as holder or proxy, or appoints a proxy to vote in respect thereof; or (c) being the holder of any of those shares, fails to notify the fact of their being subject to those restrictions to any person whom he does not know to be aware of that fact but does know to be entitled, apart from those restrictions, to vote in respect of those shares whether as holder or proxy, shall be guilty of an offence against this Act. Penalty: Imprisonment for twelve months or two thousand five hundred ringgit or both. (5) Where shares in any company are issued in contravention of the restrictions imposed pursuant to subsection (1) the company and every officer of the company who is in default shall be guilty of an offence against this Act. Penalty: Imprisonment for *three years or ten thousand ringgit. (6) A prosecution shall not be instituted under this section except by or with the consent of the Minister. (7) This section shall apply in relation to debentures as it applies in relation to shares.