Minutes of the Inaugural
Corporate Practice Consultative Forum (CPCF) No.1/2005
4 October 2005, 10.00 a.m.
Main Meeting Room, 17th Floor, Companies Commission of Malaysia,
Putra Place, 100, Jalan Putra, Kuala Lumpur.
Present
Encik Khoo Beng Chit (Chairman, Director of Operations, CCM)
Encik Nik Mohd Hasyuden Yusoff (Vice President, MIA)
Puan Shazwan Abdul Shukor (Technical Manager, MIA)
Y. Bhg. Dato Nordin Baharudin (Vice President, MICPA)
Ms. Loh Lay Choon (Council Member, MICPA)
Ms. Melissa Yeoh ( Technical Manager, MICPA)
Mr. Jeremie Ting (FPLC, IJM Corporation Bhd)
Puan Rodziah Zainuddin (FPLC, Shell Refining Company)
Ms. Chan May Yee (FPLC, Integrax Bhd)
Cik Tg. Ida Adura Tg. Ismail (FPLC, Nestle (M) Bhd)
Ms. Christina Ang Choon Gaik (FPLC, Telekom (M) Bhd)
Ms. Priscillia Yap Poi Yok (CEO, FPLC)
Ms. Ng Yoke Kian (FPLC)
Encik Wong Tat Chung (Bar Council)
Encik Andrew Khoo (Bar Council)
Encik Mohd Noor Mohamad (IACS)
Dr. Adissayam Xavier Suseimanikam (IACS)
Encik Johari Hj Zakariah (MACS)
Encik Lau Haw Chong (MACS)
Encik Mak Joon Cheong (MACS)
Cik Kulwant Kaur (MAICSA)
Encik Akbar Moidunny (MAICSA)
Cik Olivia Oon (MAICSA)
Absent (with apologies)
Encik Tony Yap Yoong Kim (IACS)
In attendance
Encik Muhammad Redzuan Abdullah (Senior General Manager, Enforcement and Legal
Division, CCM)
Encik Mohamed Zanyuin Ismail ( General Manager, Information Services and Business
Development Department, CCM)
Puan Nor Azimah Abdul Aziz ( General Manager, Corporate Policy, Planning and
Development Department, CCM)
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Puan Hajjah Rokiah Mhd Noor (General Manager, Companies and Business Services
Department, CCM)
Encik Lai Kor Foong (Senior Manager, Corporate Policy, Planning and Development
Department, CCM)
Puan Hayati Ab. Rahman (Senior Manager, Information and Communications
Technology Department, CCM)
Puan Saidatul Ishan Abd. Rahman Senior Manager, Companies and Business Services
Department, CCM)
Puan Norhaslinda Salleh – Secretariat
Puan Nazila Alias – Secretariat
Puan Azlyna Kasim – Secretariat
Item
No.
1.
Matters Discussed
Action to be
taken by
Welcome Speech
1.1 The Chairman welcomed and thanked all forum members for Notification
their attendance.
1.2 The Chairman informed the forum members that Suruhanjaya
Syarikat Malaysia (SSM) has decided to undertake the role in
organizing this forum which was previously known as the
Company Law Forum.
1.3 The Chairman highlighted that the forum aims at providing a
platform for professional bodies and other selected organizations
to deliberate matters pertaining to the Companies Act 1965 and
other specific corporate practice issues.
2.
Terms of Reference
2.1 The forum members unanimously agreed to adopt the Terms of Notification
Reference of the forum which are set out below:
a) to provide a platform among the representatives of the
professional bodies and other selected organizations with the
Companies Commission of Malaysia, specifically to deliberate on
matters pertaining to the Companies Act 1965 and its subsidiary
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legislations dealing with specific issues;
b) to promote active joint consultation, co-operation and assistance
among CPCF members and senior officers of the Companies
Commission of Malaysia on matters pertaining to company law
practice issues;
c) to promote discussion and recommendations from the
participants on matters pertaining to any pressing issues in
company law and practice;
d) to discuss issues or provide inputs in relation to improvements
that could enhance the Companies Commission’s services
delivery to the public.
2.2 Key issues that were raised in terms of the terms of reference are as
follows :
MAICSA – Inquired whether this forum will act as a platform to refer
issues concerning amendments to the Companies Act 1965. The
Chairman replied that such issues will be referred to the Corporate Law
Reform Committee (CLRC) and that issues that are capable to be
clarified at this forum will be dealt with in the forum accordingly.
FPLC – Inquired whether the forum members will be updated with the
status of issues referred to the CLRC. The forum members were
informed that all issues deliberated by the CLRC will be documented in
the form of consultative papers and that it is anticipated that the CLRC
will be issuing in the region of 15 consultative papers of which will be
exposed to the public. All consultative papers will also be posted at
SSM’s website. The Chairman also informed that in the event there are
any pressing issue which are required to be addressed immediately, the
CLRC could make ad-hoc recommendation to the Minister.
MICPA – Inquired about the status of the issues jointly submitted with
MIA to SSM during the SSM’s Annual Dialogue that was held in
February 2005. The meeting has been informed that all issues have been
duly referred to the respective CLRC’s Working Group and are being
reviewed.
FPLC – Inquired about the frequency of the forum. The meeting was
informed that SSM intends to hold 3 forums annually. The Chairman
clarified that the forum will be held every quarterly, except for the 1st
quarter where all issues will be referred/discussed at the SSM’s Annual
Dialogue which has been scheduled to be held in the month of February
ever year. The forum members unanimously agreed to schedule the dates
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of the forum for next year. Tentatively the dates are:16 May 2006, 15
August 2006 and 14 November 2006 respectively at 3 p.m.
To a question by MAICSA on whether a quorum should be fixed for the
forum to convene, the forum members agreed that it is undesirable to set
a quorum as it will impede the objective of having the forum. It was also
agreed that each organization should send not more than 2 (two)
representatives to attend the forum.
The Chairman informed the forum members that should there be any
issue which need to be addressed urgently, SSM will attempt to resolve
the same upon calling the relevant organization without having to wait
for the date of the next forum. All issues are to be submitted to either
Puan Nor Azimah Abd. Aziz at azimah@ssm.com.my/03-40476004 or
Puan Norhaslinda Salleh at norhaslinda@ssm.com.my/03-40476023.
3.
Updates and matters in relation to SSM
3.1 Instability of the CBS ROC System
The Chairman explained that the occurrence of intermittent shut down of
the server has caused considerable delay in the delivery of SSM’s
services to the public. This is due to the migration from the old main
frame system to an open server (web) base system. The migration is vital
to enable SSM to develop the e-services system to the public.
The migration of the CBS ROB system was successfully rolled out on
21st June 2004 and is generally stabilized now. But the process of the
migration of the CBS ROC system is more complex. The new CBS ROC
system is currently unstable and is still under warranty. The Chairman
urged forum members to inform their respective members who are facing
any problem to contact the relevant SSM’s officers to overcome/rectify
such problems.
FPLC suggested that public be given 3 weeks of free services/subsidized
fees to enable them to do verification on their companies data. This is to
ensure data accuracy in facilitating the migration process. During this
transitional period, verification is important to add credibility to the data.
The Chairman responded by stating that SSM is unable to provide free
services/subsidized fees as it has to seek approval from the Minister. He
suggested that practitioners advise their clients to conduct companies
search at a fee of RM10.00 and to highlight any data error to the
Companies and Business Services Department.
MAICSA requested that a liaison officer be named for referral point.
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The Chairman named Puan Hajjah Rokiah Mhd Noor at 14th Floor as the
contact person. She explained that her Department is currently in the
process of developing a maintenance screen to rectify information on
directors, shareholders etc.
3.2. Common issues faced by the Companies and Businesses Services
Department
Puan Hajjah Rokiah Mhd Noor highlighted the following issues :
a) Filing of amended Forms/Resolution such as Forms 11, 49 and 44.
Form 11 (Notice of Resolution) – SSM will only accept amendment due
to typographical errors. If there are material changes, SSM will advise
the company to convene a meeting for the resolution to be amended.
Form 49 (Return Giving Particulars In Register of Directors, Managers
and Secretaries) – On the issue of the difficulty to ascertain who is to be
regarded as holding the “principal executive” function as referred to
under Section 4 of the Companies Act 1965 in defining the term
“manager”, the Chairman stated that the Chief Executive Officer,
Executive Director or Managing Director who assumes the highest
executive position should be notified as the Manager of the company for
the purpose of Form 49. Companies are also notified to regularize this
notification and will be subjected to late lodgment fees.
Form 44 (Notice of Situation of Registered Address). SSM will reject
filing of Form 44 if a company repeatedly changes address within a
short duration of time.
b) Company Secretary seeking advisory services.
SSM will only entertain queries in relation to procedural issues as SSM Notification
does not provide consultancy services to company secretaries. The
Chairman pointed out a case in Singapore whereby a company relied on
the Registrar’s opinion but the Court decided against the said opinion.
This will result in unwarrant civil cases filed against the Registrar.
SSM provides a “General Information Counter” at 13th floor where
officers are stationed to assist the public on procedural issues. On
complex procedural issues, the public will be referred to the relevant
senior officer. SSM has also issued several brochures on how to
incorporate companies, registration of foreign companies etc. which are
available at SSM’s counters. Public can also raise any query online via
inquiry@ssm.com.my. The speed in responding to issues raised will
depend on the nature of the issues.
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3.3 Updates by the Head of the Legal and Enforcement Department
Encik Muhammad Redzuan Abdullah informed the forum members that Notification
as a result of the enforcement drive and series of active surveillance i.e
Ops Patuh, Ops 121 and Ops Kompaun, the compliance rate in terms of
annual returns lodged with the SSM has improved significantly i.e. from
44% in December 2003 to 64% in December 2004.
On-Going Surveillance Activities:
i) Since June 2005 and until December 2005, SSM is carrying out
enforcement operations under Section 121(1) of the Companies
Act 1965 to ensure that the names of companies are printed in
legible romanised letters and the companies’ number shall appear
on all publications.
ii) Ops Patuh II – is ongoing indefinitely to ensure compliance in
terms of holding of AGM, the filing of accounts and annual
return.
iii) Ops Secretary – SSM views seriously offences committed by
Company Secretaries such as practicing without license,
practicing under someone else’s license and utilizing forged
SSM’s letterhead and other fraudulent activities.
iv) SSM is also going hard against bankrupt directors who continue
to act despite being adjudicated a bankrupt.
In 2006, SSM will initiate another surveillance activity namely Ops
Auditor i.e. to take action against auditors who act without
license/license expired.
SSM has also developed a database on convicted directors and
secretaries and awaiting the Member of Commission’s approval to take
action against them under Section 130 of the Companies Act 1965.
Encik Mumammad Redzuan also informed the forum members that
agreement has been reached with DBKL not to renew licenses without
proof that Annual Returns have been lodged with SSM. This in turn will
help to increase the compliance rate.
As a concluding remarks, Encik Muhammad Redzuan urged all forum
members to inform their members to co-operate with SSM to increase
the compliance rate to 70% by next year with.
FPLC suggested that one of the ways to increase the standard of
corporate governance is for SSM to tighten the issuance of the “LS”
license. Encik Muhammad Redzuan replied that SSM has in fact
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implemented the same in that the rate of issuance of licenses is very
limited now. Suggestion was also made to regulate Company Secretaries
wherein Encik Muhammad Redzuan responded that SSM will be
reviewing the same. Suggestion was also made on ways to undertake
audit trail i.e. forms lodged should carry the particulars of the lodger’s
name, contact number/handphone and e-mail address of which SSM
informed that it will be required under the new CBS ROC system.
MAICSA applauded SSM’s effort in investing in media advertisement
to educate the public and MAICSA will continuously disseminate SSM’s
press statement/media advertisement to its members.
IACS inquired on Company Secretaries having to face court action
where directors abandoned their companies and when they are unable to
file Form 48E. Encik Muhammad Redzuan replied that being an officer
of the company, the Company Secretaries have to accept the summons
on behalf of “missing” directors and mitigate to reduce the compound.
The Company Secretaries are advised to lodge Form 48E with SSM to
release themselves.
FPLC inquired as to the placement, size and material of signage. Encik
Muhammad Redzuan responded by stating that it has to be placed at a
conspicuous place of business which is visible to the customer. The
name to be cited is the name as registered with SSM and that a brand
name is permissible as long as it is coupled with the registered name.
SSM does not govern the rule on the material and size of the signage.
4.
Issues Raised By Members Of CPCF
BAR COUNCIL
i) Forms executed by Receiver & Manager of a company
Members of Bar Council have encountered instances where prescribed
forms executed by the receivers & managers of a company (R&M) as
manager were rejected for registration by SSM. They are of the view that
forms executed by R&M are valid instruments for the purposes of
registration with SSM.
SSM’s response :
Although Regulation 18 of the Companies Regulation 1966 provides for Notification
execution of forms by director, secretary or manager, it is superseded by
prescribed forms which specify designated signatory, as in this case,
Form 34 which specifies person signing as director, secretary or agent.
Thus the R&M will have to sign as agent of the company and not as
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manager.
ii) Application of Regulation 17(2)
Although it is standard practice that where a statutory declaration
prescribed by the Regulations is made in place outside Malaysia, such
declaration should be made before a notary public (or Malaysian
Consular Official etc.), members of Bar Council have sometimes been
asked to comply with the following additional requirements:
a) legalization of such declaration; and
b) inclusion of a statement in the declaration that it was made in
accordance with the Statutory Declaration Act 1960.
Issues raised :
(a) Whether there is a need for the above requirements; and
(b) If the statutory declaration was made in a foreign country before
a notary public, then the relevant reference should be to the laws
of that foreign country and not the Statutory Declaration Acts
1960.
SSM’s response :
In the past, when company submitted Statutory Declaration made in any
place outside Malaysia before a Notary Public, authentication by the
authority in the place where it was made was required and to be further
confirmed by the Malaysian Embassy. SSM has since stopped such
practice and follows Regulation 17 of the Companies Regulation 1966
strictly in that if the Statutory Declaration is made before the Malaysian
Consular Official, the governing law should be the Statutory Declaration
Act 1960. The requirement for the legalization of such declaration is no
longer required. However if the Statutory Declaration is made in a
foreign country before a Notary Public, then the relevant law of that
country should be stated and not the Statutory Declaration Act 1960.
iii) Ruling by SSM on objects of a company
There is a ruling by SSM that objects of a company as stated in its
Memorandum of Association must not exceed three (3) in number.
Bar Council is of the view that such ruling restricts the lawful right of
companies to determine the scope of their objects and propose that this
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ruling be revised by SSM.
SSM’s response :
The ruling in limiting the object clause of a company to three (3) came
about by way of administrative instruction by the Registrar on 12th May
2000 to eliminate confusion in determining the actual object of a
company. The ruling was also made pursuant to the following :
a) Cabinet directive;
b) Administratively to assist the Registrar of Companies in the
process of registration i.e. to speed registration process; and
c) To expedite in scanning of documents.
However if a company wishes to have more than three (3) object clauses,
the applicant may submit an application to the Registrar stating the
reasons.
This issue has also been referred to the Corporate Law Reform
Committee but in the meantime the current practice is as stated above.
MAICSA
i) Audited Financial Statements
a) The current computer system can only capture the foreign
company's audited financial statements, together with Form 87,
when lodged together with the annual returns (Form 80A). The
Companies Act 1965, however, does not require that these two
documents be lodged together.
b) If foreign audited financial statements have been lodged without
the local financial statements, that is, in cases where the local
financial statements are delayed, the computer system does not
accept the lodgment of the local financial statements separately
as a later date as late lodgment.
SSM’s response :
a) SSM agrees that the Companies Act 1965 does not require the SSM
lodgment of balance sheet and statutory declaration together with
the Annual Return. As such the ICT Department of SSM is doing
the necessary changes to enable separate filing of the same.
b) SSM is looking into the possibility of accepting the lodgment of
the foreign audited financial statements even if it is lodged
separately with the local financial statements. Documents of
foreign companies are not subjected to late lodgment under the
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Second Schedule.
ii) CBS-ROC System
Since the implementation of the CBS-ROC system, the process of
lodging documents and incorporation has dramatically slowed down.
Additionally, it has been found that records are not updated on SSM’s
system even after a period of one month. This poses as a problem for
companies when dealing with banks, who normally carry out company
searches with SSM on the information provided to them by companies.
MAICSA’s Recommendation/suggestion
MAICSA takes cognizance that the CBS-ROC, being a new system, has
its glitches. However, in view that businesses must go on, MAICSA
hopes that SSM would be able to inform banks and other relevant
financial institutions and government bodies of the delay.
Additionally, MAICSA hopes that SSM will continue to provide the
public with updates on its website as to the current status of the CBSROC system, eg. glitches that are being encountered, so that the public
would be aware of it and will be prepared for it.
It is hoped that this would foster better working relationships between
the public and SSM during this time, allowing for the public to better
understand the problems faced in implementing the CBS-ROC system.
SSM’s response :
The delays in processing of documents and updating of records are SSM
mainly due to the instability of the newly implemented CBS-ROC
system. SSM is striving its level best and pulling out all of its ICT
resources to overcome the unavoidable glitches.
Once the system is stabilized, SSM will launch the roll out of the fully
completed system nationwide and will be introducing e-services within a
secure environment via internet.
We take note of the suggestion to regularly update the status of the CBSROC in our website.
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SSM is committed in providing the best delivery of service to the public
and requests their patience in this trying time and will continue to study
ways of improving its services.
iii) Form 49
In SSM’s Ipoh state office, Form 49 has been rejected where company
states the occupation of director as businessman and not as director in the
job occupation column.
SSM’s response :
Rejection should not have occurred. SSM will take appropriate action on
the matter.
SSM
MICPA
i) Consultation Paper on the Limited Liability Partnership (LLP)
Act
The MIA and MICPA in February 2004 made a joint submission to the
SSM on the above-mentioned Consultation Paper. The Institutes have
expressed support for the introduction of the new business vehicle which
would enhance the legal infrastructure of businesses in Malaysia and
improve the country’s competitiveness as a preferred location for
business operations.
At the dialogue with SSM held in February 28, 2005, SSM has indicated
that the LLP proposal has been referred to Working Group A of the
CLRC for consideration.The Institutes enquired as to the status of the
LLP proposal.
SSM’s response :
The joint MIA/MICPA proposal on Limited Liability Partnership has
been forwarded to Working Group A of the CLRC. The said Paper has CLRC
yet to be deliberated by the said Working Group as they are currently
finalizing the survey on audit exemption issue.
ii) List of Issues for CCM’s consideration
MIA and MICPA had on November 29, 2004, submitted a list of issues
for SSM’s consideration on various proposals in relation to amendments
to the Companies Act 1965.
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SSM’s response:
The list of issues has been forwarded to the respective Working Group of CLRC
the CLRC.
iii) Section 174(2)(aa) of the Companies Act requires an auditor to
state in his report:
(aa) if in his opinion the accounts, and where applicable the
consolidated accounts, have not been drawn up in accordance
with a particular applicable approved accounting standard;
(i)
whether in his opinion the accounts or consolidated accounts, as
the case may be, would, if drawn up in accordance with the
approved accounting standard, have given a true and fair view of
the matters required by section 169 to be dealt with in the
accounts or consolidated accounts;
(ii)
if in his opinion the accounts or consolidated accounts, as the case
may be, would not, if so drawn up, have given a true and fair
view of those matters, his reasons for holding that opinion;
(ii) if the directors have given the particulars of the quantified
financial effect under section 166A(5), his opinion concerning the
particulars; and
(iv)
in a case to which neither subparagraph (ii) nor (iii) applies,
particulars of the quantified financial effect on the accounts or
consolidated accounts of the failure to so draw up the accounts or
consolidated accounts, as the case may be.
MICPA’s recommendation/suggestion
In situations where the auditor is of the opinion that the accounts, and
where applicable the consolidated accounts have not been drawn up in
accordance with a particular approved accounting standard so as to give
a true and fair view of the matters required by section 169 of the
Companies Act to be dealt with in the financial statements, (where a
qualified opinion or adverse opinion would have been issued), it would
be confusing for the auditor to state in his report in a separate paragraph
that if the accounts are drawn up in accordance with the approved
accounting standard, it would have given a true and fair view of the
matters required by section 169 to be dealt with in the accounts.
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SSM’s response
Section 166A(4) of the Companies Act 1965 provides that the directors
of a company or holding company shall not be required to ensure that the
accounts or consolidated accounts are prepared in accordance with a
particular approved standard if in their opinion complying with the
particular approved accounting standard would result in the the accounts
so prepared not giving a true and fair view. In this regard, section
174(2)(aa) requires the auditor to confirm that the departure from the
particular approved accounting standard is necessary for the sake of
giving a true and fair view by requiring him to state in his auditor’s
report that the accounts would not have given a true and fair view if they
had been prepared in accordance with the particular approved accounting
standard . Therefore, the purpose of section 174(2)(aa)(i) is for the
auditors to affirm the opinion of the directors
Nevertheless, SSM has no qualm to refer this issue to Working Group A CLRC
of the CLRC, to review and clarify the said requirement under Section
174 (2) (aa).
iv) Section 174(2)(c)(iv) of the Companies Act 1965
This section requires the auditor to state in his opinion, whether the
auditor's report on the accounts of any subsidiary was made subject to
any qualification (other than a qualification that is not material in
relation to the consolidated accounts), or included any comment made
under subsection (3), and, if so, particulars of the qualification or
comment;
MICPA’s recommendation/suggestion
There are two issues relating to this provision:
(a) This provision requires that the auditor of the subsidiary sign off
his report on the subsidiary’s accounts before the auditor of the
holding company can express an opinion on the consolidated
accounts. We note that in other jurisdictions, there is no such
equivalent requirement in their Companies Act.
Presently, there are International Standards on Auditing (ISAs)
which provide guidance to auditors on the procedures to be
followed with regard to audit of consolidated accounts. Following
the ISAs, it is not necessary for the auditor of the subsidiary to sign
off his auditor’s report on the accounts before the auditor of the
holding company could sign off his auditor’s report. This is
because varying procedures could be applied by the auditor of the
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holding company with regard to the nature and extent of work to be
carried out on the accounts of the respective subsidiaries,
depending on their materiality in relation to the consolidated
accounts.
MICPA’s recommends that the provision of section 174(2)(c)(iv)
be deleted.
(b) The term “qualification” in section 174(2)(c)(iv) is not defined.
Previously, Malaysian Auditing Guideline (MAG)1 “Auditor’s
Report: Forms and Qualifications” described “qualification” as
encompassing:



qualified opinion (“subject to” or “except
disclaimer of opinion
adverse opinion
for”)
Revised ISA 700, which was adopted by the MIA on 1 July 1998 and
MICPA on 1 January 2000 (which superseded MAG 1) defines
"modified report" as follows:
(i) Matters that do not affect the auditor’s opinion

emphasis of matter
(ii) Matters that do affect the auditor’s opinion



qualified opinion (“except for”)
disclaimer of opinion
adverse opinion.
“subject to” opinion was removed.
As the term “qualification” now refers only to “except for” opinion
in ISA 700, section 174 of the Companies Act should be amended to
be in line with the requirements of the ISA.
MICPA also wishes to highlight that in ISA 700, should there be any
material issues at the subsidiaries that impact the consolidated
accounts, such issues would have been considered by the auditor of
the holding company in rendering his opinion on the consolidated
accounts.
SSM’s response :
The purpose of section 174(2)( c)(iv) is to enable the shareholders of the
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holding company to be aware of any material qualification or adverse
comments made by auditor of the subsidiary on the subsidiary’s
accounts as they may not be the shareholders of the subsidiary
.Therefore, section 174(2)(c)(iv) requires the auditor of the holding
company to highlight in his auditor’s report on the consolidated accounts
any material qualification or comments made under section 174(3) by
the auditor of the subsidiary.
Hence it is imperative that the auditor of the holding company prepares
his report after auditor of the subsidiary has prepared his report to avoid
any omission or oversight unless the auditor of the holding company also
acts as auditor of the subsidiary.
However, as per SSM’s position on the above Section 174(2)(aa), this CLRC
issue will also be referred to Working Group A of the CLRC for revision
in light of MICPA’s recommendation.
MACS
i) SSM rejects filing of documents
In cases where compound has not been settled, whether SSM can give
indulgence and allow filing of documents. Presently, SSM refused to
allow or accept the filing of such documents.
MACS recommendation/suggestion
As enterprise or business is ongoing filing of documents are necessary
otherwise a default chain-reaction will occur. To punish, SSM is
recommended to invoke other measures.
SSM’s response :
The current system only disallows filing of documents when late
lodgment fees are not settled. This is in line with the requirement of the
law. As the system is designed as such, one has to settle the late
lodgment fees before SSM could accept filing of such documents.
ii) Simplification of filing procedures
Whether the current system or procedures of filing can be simplified
further.
MACS’s recommendation/suggestion
The data capture procedures under the new filing system at SSM counter
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is time consuming and always causes long ‘Q’ at counters during peak
period. Whether SSM can simplify to reduce congestion at counters.
SSM’s response :
The delay is due to the instability of the new CBS ROC system.SSM is
doing its level best to have a fully stabilized integrated new system.
iii) The announcement by the Prime Minister on the deletion of
Section 132G of the Companies Act 1965
The Prime Minister has announced the deletion of Section 132G and the
Bill is expected to be tabled during the current parliamentary session.
However SSM has built in comprehensive measures so as to retain the
prohibition against related part transaction by introducing a prohibition
against a company from carrying into effect any substantial property
transaction with any of its directors except where such transaction is
approved by disinterested shareholders of the company wherein the
interested person shall be abstained from voting.
FPLC
i) One queue number for maximum of 5 sets of documents.
Under the numbering system to lodge documents with payments, one
queue number is given for lodgment up to a maximum of five (5) sets of
documents. Those with more than five (5) sets of documents are required
to re-queue to take a new queue number to lodge and pay.
SSM’s response :
Five (5) sets of documents are only meant for 5 documents for payment.
For non-payment documents, no limit is set for filing.
ii) The expected time for the e-services to be operationalised
SSM is currently focusing on stabilizing the new system and in the SSM
process of conducting data rectification exercise. E-services is expected
to be in place next year starting with ROB i.e. on prelodgment which is
to be done on a staggered basis. It is intended to be a year project but
analysis work has already commenced this year.
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5.
Any other matters
Puan Saidatul Ishan from Insolvency Section informed members in Bar Council
particular, the Bar Council that in winding-up proceeding, solicitors
usually lodge documents as per the Winding-Up Rules and not the
Companies Regulation 1966. She urged Bar Council to inform its
members to adopt the forms as per the said Regulations as SSM’s system
only caters for forms as specified in the said Regulations.
On the question from members to simplify voluntary liquidation, the SSM
Chairman replied that SSM is coming up with a Guideline on the same.
FPLC applauded Puan Hajjah Rokiah’s effort in contacting members Notification
and highlighted them on errors occurred on certain lodged documents.
MACS indicated its request to be one of the training providers for the SSM
Corporate Directors Training Program and SSM took note of the same.
The Chairman stated that since the next forum will be in May 2006, SSM Notification
welcomes any issue in the interim for its consideration for the mutual
benefits of all members.
6.
Next meeting
a)
b)
The Chairman adjourned the meeting and next meeting is Notification
scheduled to be held on the 16 May 2006 at 3.00 pm at the same
venue unless otherwise notified.
The Inaugural Corporate Practice Consultative Forum adjourned
at 1.15 pm with a vote of thanks to the Chair.
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