THE COMPANIES ACT 2016
MALAYSIA
_________________________________________
PUBLIC COMPANY LIMITED BY SHARES
_________________________________________
CONSTITUTION
OF
STAR MEDIA GROUP BERHAD (Company no. 10894-D)
Incorporated on the 23rd
day of July, 1971
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THE COMPANIES ACT 2016
PUBLIC COMPANY LIMITED BY SHARES
CONSTITUTION
of
STAR MEDIA GROUP BERHAD
INTRODUCTION
1 . The name of the Company is STAR MEDIA GROUP BE RHAD. Name
2 . The Registered Office of the Company shal l be si tuated in
Malaysia .
Registered Office
3 . The Company shal l have ful l capaci t y to car ry on or under take
any business or act ivi t y, do any act or en ter into any
t ransact ions and for these purposes, the Company shal l have ful l
r igh ts, power and pr ivi leges as con tained in Sect ion 21 of the
Act including but not l imited to:
Objects of the
Company
(1) To star t, acquire, pr in t, publ ish and cir cula te, or
otherwise deal wi th any newspaper or newspapers, or
publ icat ions and general ly to car ry on the business of
newspaper propr ietor s and general publ isher s.
(2) To car ry on the business of ar t prin ter s, colour pr inter s,
copper -pla te pr inter s, etching pr in ter s, li thographic
pr in ter s, offset prin ter s, photogravure prin ter s, tool form
and automatic pr in ter s, tr ade pr inter s and of pr in ter s
generally.
(3) To carry on the business of l inot ype set ter s, metal and a l loy makers and refiner s, die sinker s, r el ief stampers,
gold bl ocker s, engraver s, photographer s, l i thographers,
ar t ist , designer s and draugh tsmen .
(4) To car ry on the business of magazine, per iodical and
journal propr ietor s, press agen ts, newsagen ts, publ isher s,
booksel ler s, book-binder s, wholesale and retai l sta t ioner s,
fancy goods and leather good dealer s, and accoun t book
manufacturer s.
(5) To car ry on the business of adver t ising and publ ici t y agen ts, compet i t ions and con tractor s, press cut t ing agents,
bi l lposter s, adver t ising consul tants, display specia l ist and
generally t o under take and execute agencies and
commissions of a l l kinds.
(6) To carry on the business of r epairer s and dealer s in
pr in ting mach ines, type-wr i ter s, dupl icating and
calcula t ing mach ines, tape r ecorder s, dictaphones and
their accessor ies and componen ts, office furn i ture,
equipment and requisi tes of a l l kinds.
(7) To car ry on the business of adver t ising con tractor s and
agen ts, and any other business, and to acquire and
undertake the whole or any par t of the business,
proper ty and l iabi l i t ies of an y per son , fi rm or company
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carrying on business as such con tractor s or agen ts, or
any other business which may be useful l y car r ied on in
connect ion therewith , and to carry on the business of
manufacturer s of a l l kinds of apparatus, appl iances, plant
and materia l employed by adver t ising con tractors in their business, and to sel l , dispose of, and use the same for the
purposes of business of the Company.
(8) To faci l i ta te and encourage the creat ions, i ssue, or
conversion of deben tures, deben ture stock , bonds,
obl igat ions shares, stocks, and secur i t ies, and to
underwr ite the i ssue of the same, and to act as trustees
in connect ion wi th any such secur i t ies, and to take
part in the conversion of business concerns and
undertakings into compan ies.
(9) To car ry on the business of capi ta l ists, financier s and concessionaires and to under take, car ry on and execut e a l l
kinds of financia l commercia l tr ading and other
operat ions, and to invest or employ a l l or any of the funds
of the Compan y in such manner an d form as may from
t ime to t ime be determined expedien t .
(10) To purchase i ts own shares, subject to, and in accordance
with the Compan ies Act 2016, The Rules of the Cen tra l
Deposi t or y, r egulat ions and order s made pur suant
thereto and the r equiremen ts of the Bursa Malaysia
Secur i t ies Berhad and any other r elevan t author it ies and to hold, sel l or otherwise dispose of such shares.
(11) To take par t in the format ion , management , supervisi on ,
or con trol of the business of operat ions of an y company or
undertaking, and for that purpose to appoin t the
r emunerate any director s, accoun tan ts, or other exper ts or
agen ts.
(12) To make donat ions for patr iot ic or for char i table
purposes, and to t ransact any lawful business in a id of
Malaysia or other coun tr ies in the prosecut ion of any war
or host i l i ties in which Malaysia is engaged.
(13) To develop and turn to accoun t any land acquired by
purchase, lease, exchange, hir e or otherwise by wa y of
investmen t or wi th a view to r esale or otherwise, or any
other form of r eal or per sonal proper ty, r igh ts or
pr ivi leges or any in terest in the s ame or in any
mor tgages, shares and secur i t ies; to sel l , lease, let ,
mor tgage or otherwise dispose of the lands, houses,
bui ldings, heredi taments and other proper ty of the
Company; and in par t icular by la ying out and prepar ing
any land for bui lding purposes, construct ing, a lter ing, pul l ing down, decorat ing, main ta in ing, furn ish ing,
fi t t ing up and improving bui ldings, and by plan ting,
paving, dra in ing, farming, cul t ivat ing, let t ing on
bui lding lease or bui lding agreement and by advancing
money t o and en tering in to con tracts and arrangements of
a l l kinds with bui lder s, tenan ts and other s.
(14) To own and operate any con tr ivance for lawful forms of
bet t ing including lot ter ies, sweepstakes, jack -pots and
tota l isa tor and any other mach ine or instrument of
bet t ing, whether mechan ical ly operated or not and to undertake and execut e as principals or agents transact ions
or business r ela t ing to a l l kinds of r acing or other spor t
or games.
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(15) To promote, operate and manage a ll lawful forms of
parimutuel , tota l isa tor and pool bet t ing and compet i t ion
and other lawful forms of bet t ing and to col lect and
recei ved bets.
(16) To car ry on the business of logging operator s, buying
and sel l ing logs of ever y descr ipt ion , to prepare for
market , man ipulate, import , expor t , deal in saw -l ogs,
t imber , plast ics and forest products, wh ich the company
may th ink, dir ect l y or indirect ly, conducive to an y of
i t s objects and to con tr ibute or otherwise assist or take
part in the construct ion, maintenance, developm ent ,
working con trol and management thereof.
(17) To construct , mainta in, improve, devel op, work, con trol
and manage any water works, gasworks, r eservoir s, road,
goods or passenger -carrying servi ce, el ect r ic power , heat and l ight supply works, telephone works, hotels, clubs,
r estauran ts , baths, places of worsh ip, places of
amusement , pleasure grounds, parks, gardens, r eading
rooms, stores, sh ops, dair ies, and other works and
conven iences which the Company may th ink di r ect l y or
indirect ly conduci ve to these objects, and to con tr ibute or
otherwise assist or take par t in the construct ion ,
main tenance, devel opment , working con trol and
management thereof.
(18) To purchase, carry on , run the business of t imber merchants, timber concessi ons, timber growers and saw -
mil l propr ietor s and to buy, sel l , grow, man ipulate, expor t
and deal in t imber and wood of a l l kinds , furn iture and
ar t icles f a l l kinds in the manufacture of wh ich
t imber or wood is used and a lso the business of forest er s,
charcoal burner s and charcoal dealer s.
(19) To under take or dir ect the management of the proper t y,
lands and esta tes of any tenure or kind, of any per sons,
whether members of the Company or not , in the capaci t y
of stewards or r ecei ver s or otherwise.
(20) To purchase and sel l or otherwise deal in on behalf of any
per sons fr eehold or other house proper ty, bui ldings, or
lands, or any share or shares, interest or interests therein,
and to t r ansact on commission or otherwise the general
business or land, house and real esta te agen ts.
(21) To car ry on the business of manufacturer s of br icks, t i les,
cem ent and asbest os products, pipes, pot ter y, ear thenware,
ch ina and terra cota and ceramic ware of a l l kinds a lso t o
carry on the business of pavi or s and manufacturer s of and
dealer s in ar ti ficia l stones, whether for bui ldings, paving or other purposes.
(22) To carry on the business of i ron founders, mechan ical
engineer s and manufacturer s of implements and other
mach inery t ool -maker s brass founders, metal worker s,
boi ler -makers, millwr igh ts, mach in ists, iron and steel
conver tor s, smiths, lock -smiths, wood worker s, bui lder s,
pain ter s, metal lurgists, elect r ical engineer s, water suppl y
engineer s, gas makers, pr in ter s, carr ier s and merchants
and to buy, sel l impor t , expor t , manufacture, r epair ,
a l ter , conver t , let on h ir e and deal in mach inery implements and hardware of a l l kinds and other
provisi ons and th ings capable of being used in connect ion
wi th other business (manufacturing or otherwise) which
may seem to the Company capabl e of being carr ied on
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in connect ion with the above or otherwise calcula ted
dir ect l y and indirect l y t o enhance the value of any of the
proper ty and r igh ts of the Company.
(23) To purchase, take on lease or otherwise acquire any mines min ing r igh ts and metal li ferous land and any in terest
therein, and to explore work, exercise, devel op and turn
to accoun t the same and to crush , win, get , quarry, smel t ,
ca lcine, r efine, dress, ama lgamate man ipulate and prepare
for market , ore, metal and other mineral substances of a l l
kinds and to carry on any other metal lurgical operat ions
which may seem conducive to any of the Company’s
object .
(24) To purchase or otherwise acquire any in terests in any
paten ts, brevets d’ inven t ion , licences, concessions and
the l ike confer r ing an exclusive or non -exclusive or l imited r igh t to use or any secret or other in format ion as
to any inven t ion wh ich may seem to the Compan y capable
of being profi tabl y deal t wi th and to use, exercise,
devel op, gran t licenses in r espect of or otherwise turn to
accoun t any such paten ts, brevets d’ inven t ion l icenses,
concessions and the l ike in format ion aforesaid.
(25) To car ry on any other business (whether manufactur ing or
otherwise) which may seem to the Company capable of
being conven ien t ly carr ied on in connect ion with the
above or calcula ted dir ect l y or indirect l y to enhance the value of or r ender profi tabl e any of the Company’s
proper ty r igh ts or in terests.
(26) To carry on and transact ever y kind of guaran tee
business, and ever y kind of indemnity business, and ever y
kind of coun ter guaran tee and coun ter indemnity
business and to carry on the agency business of in sur ing
against burglary, against theft , against loss of heal th,
against loss of goods, against ca l ls, against diminut ion or
proper ty in possession , r ever si on , r emainder, expectancy,
possibi l i t y or otherwise, or loss through bi r th , of fa i lure
of issue, or in marr iage or by loss or r ecover y of con tractual or testamen tary capaci t y or against acciden ts.
(27) To guaran tee, provide, prepare and supply m edical and
surgical a id and tr eatmen t, or any other assistance in
i l lness, and a ll r emedies and r equisi tes in case of
acciden t or i l lness t o any per son , or the family and
household of any per son whom the Company shal l arr ange
to insure, or to any per son dwel l ing or staying in the
house of such per son insured, or to ho r ses cat t le or
animals.
(28) To assure payment during sickness or incapaci ty, ar ising
from general or other than the above causes.
(29) To finance, negot iabl e loans and act as agen ts for the loan
pa yment transmission , invest ing and col lect i on of money,
and for the management and reali sa t ion of proper ty and
generally t o t r ansact a l l kinds of agency and finance
business.
(30) To lend money, ei ther wi th or wi thout secur i ty and
generally t o such per sons and upon such terms, and condi t ions as the Company may th ink fi t , and in part icular
to per sons undertaking to bui ld on or improve any
proper ty in which the Company is in terested, and to
tenan ts, bui lder s, and con tractor s.
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(31) To bor row or r a ise or secure the payment of money in
such manner as the Company shal l th ink fi t , and in
part icular by the i ssue of deben tures or deben ture
stock, perpetual or otherwise, charged upon a l l or any of
the Company’s proper t y (both pres en t and future) , including its uncalled capi ta l , and to purchase, r edeem,
or pay off any such en tr ies.
(32) To under take and execute any t rusts the undertaking of
which may seem to the Company desi r able; and to act as
specia l agen ts or r epresen ta t ives or otherwise for
Underwr i ter s or Insurance Compan ies or other Compan ies,
Corporat ions, Associa t ions, Bodi es or i ndividuals
whatsoever .
(33) To acquire and under take the whole or any part of the
business, proper ty, and l iabi l i t ies of any per son or company carrying on any business which the Company is
author ized to carry on or possessed of proper ty sui table
for the purposes of th is Company.
(34) To en ter in to par tner sh ips or in to any arrangement for
shar ing profi ts, un ion of in terests, co -operat ion , join t
adven ture, r eciprocal concession , or otherwise, wi th any
per son or company car rying on or engaged in , or about to
carry on or engage in, any business or t ransact ion which
this Company is author i sed to carry on or engage in, or
any business or tr ansact ion capable of being conducted so as di r ect ly or indirect l y to benefi t this Company. And
to lend money t o, guaran tee the con tracts of, or otherwise
assist , any such per son or company, and to take or
otherwise a cquire shares and secur i t ies of any such
company, and to sel l , hold r eissue, wi th or wi thout
guaran tee or otherwise deal wi th the same.
(35) To issue on commissi on , subscr ibe for , take, acquire,
underwr ite, and deal in stocks, shares, mor tgages, bonds,
obl igat ion , and secur i t ies of a l l kinds, and general ly t o
carry on business as capi ta l ists and financier s.
(36) To acquire and hold shares, stocks, deben tures, deben ture
stocks, bonds, obl igat ions and secur i t ies issued or
guaran teed by an y company incorporated, const i tuted or
carrying on business in the Uni ted Kingdom or in any
Col on y or dependency or po ssession of t he Uni ted
Kingdom or in any coun try, or st yle under Br it ish
protect i on , or in any foreign coun try and deben tures,
deben ture stock, bonds, obl igat ions and secur i ties issued
or guaranteed by an y government, soverei gn ruler ,
commission er s, publ ic body or author i ty, supreme,
municipal , local or otherwise, in any par t of the wor ld.
(37) To acquire any such shares, stocks, deben tures, deben ture
stock, bonds, obl igat ions or secur i t ies by or iginal
subscr ipt ion , tender , purchase, exchange or otherwise, and
to subscr ibe for the same ei ther condi tional ly or
otherwise, and to guarantee the subscr ipt ion thereof, and
to exercise and en force a l l r igh ts and powers confer red
by or inciden t to the ownersh ip thereof.
(38) To engage in swaps, futures or for ward con tracts, opt ions
or any other der ivat ive products on any underlying instrument as a coun ter -par ty to any such con tracts or
products, and whether for t rading or hedging purposes and
to engage in any business deal ing with , acquir ing, holding
or sel l ing any such con tracts or products.
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(39) To offer for publ ic subscr ipt ion any shares or stocks in
the capita l of, or deben tures or deben ture stock or other
secur i t ies of, or otherwise to establ ish , or promote,
or concur in establ ish ing or promoting any company,
syndicate, associa t ion , par tner sh ip, undertaking or publ ic or private body and to guaran tee the payment of dividends
or in terest on any stocks, shares, deben tures, or other
secur i t ies i ssued by or any con tract or obl igat ions of
any such company, syndicate, associa t ion , par tner sh ip,
undertaking publ ic or pr ivate body.
(40) To take par t in the conversi on of business concerns and
undertaking in to compan ies, or in the management ,
supervisi on or con trol of the business or operat ions
of any under taking, and for the purpose t o appoin t and
remunerate any direct or s, accoun tan ts or other exper ts or
agen ts, and to employ independen t exper ts to invest igate an d examine into the condi t ion , prospects,
value, character and cir cumstances of any business
concerns and under taking, and generally of a ny assets,
proper ty or r igh ts.
(41) To take, or otherwise acquire, and hold shares in any
other company having objects a l together or in part similar
to those of th is company or carrying on any business
capable of being conducted so as di r ect l y or indirect l y to
benefi t th is company.
(42) To en ter in to any arrangements wi th any governments or
author i t ies, municipal , local or otherwise, that may seem
conducive to the Company’s objects, or any of them,
and to obta in from any such government or author i t y, any
r igh ts, pr ivi leges and concessi ons wh ich the company
may th ink i t desi r able to obta in, and carry out , exercise,
and compl y with such arrangements, r igh ts, pr ivi leges,
and concessi ons.
(43) To re-insure or coun ter in sure a l l or any r isks, and to
undertake al l kinds of r e- insurance and coun ter in surance
connected with any of the business aforesaid.
(44) To effect , as agen ts for other s, assurances of ever y kind
and against ever y and any con t ingency.
(45) To esta bl ish and suppor t or a id in the establ ishment and
suppor t of associa t ions, in st itut ions, funds, trusts and
conven iences, ca lcula ted to benefi t employees of the
Company or the dependan ts or connect ions of such
per sons and to gran t pensions and a l lowances, and to
make payments towards insurance, and to subscr ibe or
guaran tee money for char i table or benevolen t objects, or for any exh ibi t ion , or for any publ ic, general or
useful object .
(46) To promote any company or compan ies for the purpose of
acquir ing a ll or any of the proper ty, r igh ts and l iabi l i t ies
of th is Company, or for any other purpose which may
seem direct l y or indirect l y calcula ted to benefi t th is
Company.
(47) To invest and deal wi th the moneys of the Company not
immediately r equired in such manner as may from t ime to t ime be det ermined.
(48) To accumulate capi ta l for any of the purposes of the
Company and to appropr ia te any of the Company’s assets
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to speci fic purposes, ei ther condi t ional ly or
uncondi t ional ly and for such or any other purposes of the
Company to place any por t ion of the Compa ny’s proper ty
in the names or under the con trol of t rustees, and to
admit any class or sect ion of those who have any deal ings with the Company to any share in the profi ts
of the Compan y or in the profi ts of any par t icular branch
of the Compan y’s business or to an y other specia l
r igh ts pr ivi leges, advan tages or benefi ts.
(49) To administer trust esta tes and the esta tes of deceased
per sons or bankrupt or in solven t esta tes or esta tes in
l iquidation in any par t of the wor ld and to under take the
office of t rustee, execut or , admin istra tor , assignee,
l iquidator , r ecei ver , in spector , or any similar office and
to per form and discharge the dut ies of an y such office for
a commission or other r emunerat ion or otherwise .
(50) To invest in, purchase or acquire, exchange and deal in
proper ty of a l l kinds and in part icular lands, bui ldings,
sh ipping, sh ip bui lding, agr icul tura l, manufactur ing,
min ing, industr ia l and other business concerns and
undertakings, mor tgages, charges, annui ties, paten ts,
l icences, st ocks, funds, shares, deben tures, accur i t ies,
pol ici es, book debts, cla ims and any in terest in mova ble
or immova ble proper t y and any cla ims against such
proper ty or against any per son or comp any and to carry on
any business concern or under taking so acquired.
(51) To recei ve moneys on deposi t , accoun t current or
otherwise with or wi thout a l lowance of in teres t thereon ,
and to r eceive on deposi t t i t le deeds and other secur i t ies.
(52) To establ ish agencies (or local boards) in any coun try and
to r egulate and discon t inue the same.
(53) To accept st ock or shares or the deben tures or mor tgage
deben tures or other secur i t ies of any other coun try in
pa yment or par t paym ent for any services r endered or for
any sale made to or debt owing from any such Company.
(54) To dist r ibute in specie or otherwise as may be r esolved
any assets of the company among i ts members and
part icular ly the shares deben tures or other secur i ties of
any other company formed to take over the whole or any
part of the assets or l iabi l i t ies of th is company.
(55) To remunerate any per son or company by pa yment of
commission or otherwise for services r endered, or to
r endered, in placing or assist ing to place or guaran teeing
the placing of any of the shares in the Company’s capi ta l , or any deben tures, deben ture stock or other
secur i t ies of the Compan y, or in or about the
format ion or promotion of the Company or the conduct of
i t s business.
(56) To draw, make, accept , endorse, discoun t , execut e and
issue promissor y notes, bi l ls of exchange, bi l ls of lading,
war rants, deben tures, and other negot iable or transferable
instruments.
(57) To sel l or dispose of the under taking of the Company or any part thereof for such considerat ion as the Company
may th ink fi t , and in par t icular for shares, deben tures, or
secur i t ies of any other company having object s a l together
or in part similar to those of th is Company.
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(58) To adopt such means of making known the business and
objects of the Company as ma y seem expedien t, and in
part icular by adver t ising in the press, by ci r cular s, by
purchase and exhibi t ion of works of ar t or interest , by
publ icat ion of books and per iodicals and by gran ting pr izes, r ewards and donat ions.
(59) To procure the Company to be r egistered or r ecogn ized in
any other coun try or place.
(60) To do a l l or any of the above things in any part of the
wor ld and as pr incipals, agents, con tractor s, t rustees, or
otherwise, and by or through trustees, agen ts, or
otherwise, and ei ther a lone or in con junct ion with other s.
(61) To car ry on the business as managers, promoter s and
organiser s of a l l kinds of even ts, en ter ta inments, spor ts, r ecreat ions and amusements, whether indoor or outdoor
including funfair s, exh ibi t ions, games, com pet i t ions,
tournaments, concer ts, cinematograph and televisi on
per formances, stage and var iet y shows, pyr otechn ic, aer ial
and spectacular displays, dancing, skating performances
and other forms and types of l ike en terprises generally
and to car ry on any other trade, business or act ivi t ies in
connect ion with or anci llar y to an y of a bove busi nesses.
(62) General ly, to do a l l such other th ings as may appear to be
inciden ta l or conducive to the a t ta inment of the above objects or any of them.
(63) To pa y out of the funds of Company al l expenses of and
inciden ta l to the format ion registr a tion and establ ishment
of the Company and the i ssue of i t s capi ta l and pay
brokerage and subject t o the Compan ies Act 2016 or any
modifi cat ion thereof for the t ime being in force,
commissions for obta i n ing appl ican ts for taking placing
and underwr i ting shares deben tures or deben ture stock.
(64) And it i s hereby declared that the Word “Company” in
this clause shal l be deemed t o include any par tner sh ip or other body of per sons, whether incorporated or not
incorporated and whether domici led in the Sta tes of
Malaysia or elsewhere and the inten t ion is that the
objects speci fied in each paragraph , of th is clause shal l,
except where otherwise expressed in such paragraph, be
independent main objects, and shal l be in no wise l imited
or r estr icted by reference to or in ference from the terms
of any other paragraph or the name of the Company,
provided a lwa ys that the Company is not empowered to do
or carry on any kind of insurance business.
4 . The liabi l i ty of the members of the Company is l imited. Members’ l iabi l i t ies
DEFINITION AND INTERPRETATION
5 . (a) Defin i t ion
In th is Const i tution unless the subject mat ter or con text
dicta tes otherwise, the fol lowing words and phrases shal l
have the meaning assigned to them herein : -
“Act” means the Compan ies Act 2016 and any sta tutory modifi cat ion , amendment or r e-enactmen t thereof and any
and ever y other legisla t ion for the t ime being in force
made thereunder and any wr i t ten law for the t ime being in
force concern ing compan ies and affect ing the Company.
Defin i t ion
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“Author ised Nominee” means a per son who is author ised to
act as nominee as speci fied under the Rules.
“Beneficia l Owner” in r ela t ion to Deposi ted Secur i t ies,
means the ul t imate owner of the Deposi ted Secur i ties who is the per son who is en t i t led to a l l r igh ts, benefi ts, powers
and pr ivi leges and is subject t o a l l liabi l i t ies, dut ies and
obl igat ions in r espect of, or ar ising from, the Deposi ted
Secur i t ies, and does not include a nominee of any
descr ipt ion .
“Board” or “Board of Director s” means the board of
Director s of the Company for the t ime being.
“Cen tral Deposi t or ies Act” means the Secur i t ies Industry
(Cen tra l Deposi tor ies) Act 1991, as may be amended,
modifi ed or r e-enacted from t ime to t ime.
“Cen tral Deposi tor y” means Bursa Malaysia Deposi t or y
Sdn . Bhd. or such other names by which it may be known
from t ime to t ime.
“Company” means the abovement ioned Company by
whatever name from t ime to t ime cal led.
“Const i tut ion” means th is const i tut ion as or iginall y
fr amed or as a l tered from t ime to t ime by S pecia l
Resolut ion or as r equired by the Act and/or List ing Requiremen ts.
“Deposi ted Secur i t ies” means Secur i t ies standing to the
credi t of a Secur i t ies Accoun t and includes Secur i ties in a
Secur i t ies Accoun t that i s in suspense.
“Deposi tor” means a holde r of a Secur i t ies Accoun t
establ ished by the Company.
“Direct or” means the Director s of the Company holding
office for the t ime being, and, un less otherwise sta ted,
includes a l ternate dir ector s .
“Electron ic Address” means any electron ic mai l address or
mobi le or con tact number used for the purpose of sending
or r ecei ving documents or in formation by electron ic
means.
“Electron ic Communicat ion” include, but shal l not be
l imited to, un less the con trary in ten tion appear s,
r eferences t o del i ver y o f documents or in format ion in
Electron ic Form by electron ic means to the Electron ic
Address or any other address or number of the addressee, as permit ted by the law.
“Electron ic Form” means document or in formation sen t by
Electron ic Communicat ion or by any other means whereby
a r ecipien t of such document or in format ion would be a bl e
to r eta in a copy.
“Exchange” means Bursa Malaysia Secur i t ies Berhad or
such other names by which i t may be known from time to
t ime.
“Exempt Author ised Nominee” means an author ised
nominee defined under the Cen tra l Deposi tor ies Act which
is exempted from compliance with the provisi ons of
subsect i on 25A(1) of the Cen tral Deposi t or ies Act .
1 0
“General Meet ing Record of Deposi tor s” means the Record
of Deposi tor s as a t the latest date which is r easonabl y
pract icable which shall in any even t be not less than three
(3) Market Days pr ior and not including the date of the
meet ing of Members and issued by the Cen tral Deposi t or y to the Company.
“Independen t Director” shal l have the mean ing ascr ibed t o
i t in the List ing Requiremen ts.
“Jum bo Cer t i fica te” shal l have the mean ing ascr ibed to i t
in the Cen tra l Deposi tor y Act .
“List ed” means admitted to the Offi cia l List , and “l ist ing”
shal l be construed accordingly.
“List ing Requiremen ts” means the Main Market List ing Requirements of Bursa Malaysia Secur i t ies Berhad
including any amendment or modificat ion to the same that
may be made from t ime to t ime.
“Major Shareholder” means a per son who has an interest or
interests in one (1) or more vot ing shares in the Company
and the number or aggregate number of those shares, i s:
( i ) ten percen t (10%) or more of the tota l number of
vot ing shares in the Company; or
( i i ) fi ve percen t (5%) or more of the tota l number of
vot ing shares in the Company where such per son is
the largest shareholder of the Company.
For the purpose of th is defin i t ion , “interest in shares”
shal l have the mean ing given in Sect i on 8 of the Act .
“Market Da y” means any da y bet ween Mondays and
Fr idays which is not a market hol ida y or Publ ic hol iday.
“Member (s)” means any per son(s) for the t ime being
holding shares in the Company and whose name(s) appear s in the Register of Members and Deposi t or s whose names
appear on the Record of Deposi t or s except Bursa Malaysia
Deposi t or y Nominees Sdn . Bhd.
“Ordinary Resolut i on” shal l have the mean ing ascr ibed t o
i t in Sect i on 291 of the Act .
“Office” means the r egistered office for the t ime being of
the Company.
“Officia l List” means a li st specifying a l l Secur it ies which have been admit ted for li st ing on the Stock Exchange and
not r emoved.
“Officia l Seal” means the officia l seal of the Company.
“Record of Deposi t or s” means a r ecord provided by the
Centra l Deposi t or y to the Company pursuan t to an
appl icat ion under the Rules.
“Regist er of Mem bers” means the r egister of memb er s to
be kept pur suan t to the Act .
“Regist r ar” means the Regist r ar designated under
subsect i on 20A(1) of the Compan ies Commission of
Malaysia Act 2001.
1 1
“Rules” means the “rules” given in Sect ion 2 of the
Centra l Deposi tor ies Act .
“Seal” means the common seal of the Company.
“Secretary” means any per son or per sons appoin ted to
per form the duties of the secretary of the Company and
shal l include a join t , temporary, assistan t or deput y
secretary.
“Secur i t ies” means deben tures, stocks and shares of the
Company and includes any r igh t or opt ion in r espect
thereof.
“Secur i t ies Accoun t” means an accoun t establ ished by the
Centra l Deposi tor y for a Deposi t or for the r ecording of
deposi ts of Secur i t ies and for deal ing in such Secur i t ies by the Deposi t or .
“Secur i t ies Regulat ions” means the Secur i t ies Industry
(Cen tra l Deposi tor ies) (Foreign Ownersh ip) Regulat ions
1996 or any modifi cat ion , amendment or r e -enactmen t
thereof for the t ime being in force.
“Shares” means shares in the Company.
“Specia l Resolut ion” shal l have the mean ing ascr ibed to i t
in Sect ion 292 of the Act .
(b) Expressions r efer r ing to “wr i t ing” or “wr i t ten” shal l ,
un less the con trary in tent ion appear s, be construed as
including references to pr int ing, li thography, phot ography
and other modes of r epresen t ing or r eproducing words in
visi ble form or manner, whether in a physical document or
in an electron ic communicat ion or form or otherwise
howsoever .
(c) Words impor t ing the mascul ine gender include the
femin ine and neuter gender and vice ver sa .
(d) Words impor t ing per son shal l include a corporat ion .
(e) Words impor t ing the singular number only shal l include
the plural number , and vice ver sa .
( f) The marginal notes and headings in th is Const itut ion are
inser ted for conven ience and shal l not affect the
construct ion of th is Const i tution un less there is som eth ing
in the subject or con text inconsisten t therewith .
(g) Subject as aforesaid, words or expressi ons con tained in this Const i tut ion shal l , except where the subject or con text
forbids, be in terpreted in accordance with the provisi ons
of the In terpreta tion Acts 1948 and 1967 and of the Act as
in force a t the date a t wh ich th is Const i tut ion becomes
binding on the Company.
(h ) References to an y legisla t ion or any sta tutor y provisi on
shal l include:
( i ) any amendments or r e-enactmen ts thereof for the t ime
being in force; and
( i i ) al l rules, r egulat ions, order s, not ices or subsidiary
legisla t ions made thereunder.
1 2
6. The Company shal l have power to increase or r educe i ts
capi ta l , to consol idate or subdi vide the shares into shares of
larger or smaller amounts, and to divide the shares forming
the Capi ta l (or iginal increased or r educed) of the Company into
several classes and to a t tach thereto r espect ivel y preferen t ia l , defer red or specia l r igh ts, pr ivi leges or condi t ions as may be
determined by or accordance with the r egula t ions for the t ime
being of the Company and issue addi t ional capi ta l wi th an y
such r ights, pr ivi leges or condi t ions as aforesaid, and any
preference shares may be issued on the terms that i t i s, or a t
the opt ion of the Company is l iable, to be r edee med.
Power to a l ter share
capi ta l and to issue
capi ta l
SHARES
7 . Subject t o the provi sions of the Act , List ing Requiremen ts and
this Const i tution , the Director s may issue shares in the Company
on such terms and condi t ions and a t such time and considerat ion and with such prefer red, defer red, or other specia l r igh ts, or
such rest r ict ions or exclusions, whether in r egard to dividend,
vot ing, r eturn of capi ta l , or otherwise as the Direct or s may th ink
fi t , provided a lwa ys that :
Author i ty of Direct or s
to issue shares
(a) the r igh ts at tach ing to shares of a class other than ordinary
shares, shal l be expressed in th is Consti tut ion;
(b) no Director shal l par t icipate in a share scheme for
employees un less shareholder s in general meet ing have
approved of the a l lotment to be made to such Direct or ; and
(c) where the capi ta l of the Company consists of shares of
di fferen t monetary denominat ions, vot ing r ights shal l be
prescr ibed in such a manner that a uni t of capi ta l in each
class, when reduced t o a common denominator , shal l carr y
the same vot ing power when such r igh t is exercisable.
8 . Subject to the provisi ons of the Act , the Cen tral Deposi t or ies
Act and the Rules, the Company shal l a l lot and/or issue
Secur i t ies, despatch not ices of a l lotmen t to the a l lot tees and
make an applicat ion for the quotat ions of such Secur i t ies wi th in
such per iod and in such manner as may be prescr ibed or a llowed by the r elevan t authori t ies and regulat ions/ laws for the t ime
being in force.
Al lotmen t and
despatch not ices of
a l lotmen t
9 . The Company must ensure that a l l new issues of Secur i t ies for
wh ich l ist ing is sough t on the Exchange are made in accordance
with the Cen tra l Deposi t or ies Act and the Rules, and shal l be by
wa y of credi t ing the Secur i ties Accoun ts of the a l lot tees wi th
such Secur i t ies save and except where i t i s specifical l y exempted
from compliance with Sect ion 38 of the Cen tral Deposi tor ies
Act , in which even t i t shal l so similar ly be exempted from
compliance with th is r equirement . For th is purpose, the Company must not i fy the Cen tral Deposi t or y of the names of the
a l lot tees and a ll such par t icipan ts r equired by the Cen tral
Deposi t or y, to enable the Cen tra l Deposi tor y to make the
appropria te entr ies in the Secur i t ies Accoun ts of such a l lot tees.
Credi t ing of Secur i t ies
10. The Company must not cause or authorise i t s share r egist rar s to
cause the a l lot tees to be credi ted with the addit ional Secur i t ies
un ti l after the Company has fi led with the Exchange any
appl icat ions for l i st ing such addi t ional Secur i t ies and has been
not i fied by the Exchange that the addi t ional Secur i ties had been
author ised for l i st ing.
Credi t ing secur i t ies
after the Exchange
fi l ing
11. Subject to and in accordance with the provisi ons of the Act , the
List ing Requiremen ts and such other r elevan t laws, r egulat ions
or guidel ines, the Company shal l be en t i t led a t any t ime and
Company ma y
purchase of own
shares
1 3
from t ime to t ime and on any terms i t deems fi t , wi th the
approval of the Members by wa y of an ordinary r esolut ion , to
purchase and/or acquire i t s own shares. Any shares in the
Company so purchased by the Company, shal l be deal t wi th in
accordance with the Act , the List ing Requiremen ts and such other r elevan t laws, r egula t ions or guidel ines.
12. The holder of a preference share shall be en t i tled to the same
r igh ts as a holder of an ordinary share in r ela tion to r ecei ving
not ices, r epor ts and audi ted financia l sta tement and a ttending
meet ings of Mem bers of the Company but shal l on ly have the
r igh t to vot e a t any meet ing convened for fol lowi ng purpose:
Righ ts of Preference
Shareholder s
(a) when the dividend or par t of the dividend on the
preference shares is in arrear s for more than six (6)
months;
(b) on a proposal to r educe the Company’s share capi ta l ;
(c) on a proposal for the disposal of the whole of the
Company’s proper t y, business and under taking;
(d) on a proposal that affects the r igh ts and pr ivi leges
a t tached to the preference shares;
(e) on a proposal to wind up the Company; and
( f) dur ing the winding up of the Company.
13. Except as author ised by law, no per son shal l be r ecogn ised by
the Company as holding any Secur i t ies upon any t rust , and the
Company shal l not be bound by or r equired to r ecogn ise an y
equi table, con t ingen t, future or par tia l in terest in any Secur i t ies
or (except on l y as by th is Const i tution , the Rules, the Act , by
law oth erwise provided or pur suan t to any order of cour t ) any
interest in any fr act ional par t of a Secur i ty or any other r igh t in
r espect of an y Secur i t ies, except an absolute r igh t to the ent ir et y
thereof in the r egistered holder .
Trusts not to be
r ecogn ised
14. I f by the condi t ion of the a l lotment of any shares the whole or part of the amount or issue pr ice thereof shall be pa ya bl e by
instalmen ts, ever y such insta lmen ts shal l when due be paid t o
the Company by the per son who for the t ime bei ng and from t ime
to t ime shal l be r egistered holder of the share or his legal
r epresen ta tive and the word “cal l” wherever used in th is
Const i tut ion shal l be deemed t o include an insta lmen t .
Pa yment of shares by instalmen t
15. No per son shall exercise any r igh ts of a Member un t il his name
shal l have been en tered in the Regist er or Record of Deposi t or s.
When Member ’s r ights
exercisa ble
16. Shares may be r egistered in the name of an incorporated company or other corporate body but not in the name of a minor
or a per son of unsound mind or who is in solven t or in the name
of any fi rm or par tner sh ip.
Shares not to be r egistered in the name
of minor , per son of
unsound mind, etc
17. Where by the exercise of r easonable di l igence the Company is
unable to discover the whereabouts of a Member for a per iod of
not less than ten (10) year s, the Company may cause an
adver t isemen t to be publ ished in a newspaper ci r cula ting in the
place shown in the Record of Deposi t or s as the address of the
Member sta t ing that the Company a ft er expirat ion of th i r ty (30)
da ys from the date of the adver t isemen t in tends to t r ansfer the shares to the Min ister charged with r esponsibi l i ty for finance.
Transfer of sha res
belonging to un located
members to the
Min ister
1 4
CALLS ON SHARES
18. The Director s may from t ime to t ime make cal ls upon the
Members in r espect of any money unpaid on their shares and not
by the condi t ions of a l lotmen t thereof made pa yabl e a t fixed t imes provided that no cal l shal l be pa ya ble a t less than th ir t y
(30) days from the date fixed for the paym ent of the last
preceding cal l and each Member shall (subject to r ecei ving a t
least four teen (14) days’ not ice specifying the t ime or t imes and
place of pa ym ent) pay t o the Company at the time or t imes and
place so speci fied the amount cal led on h is shares. A cal l shall
be deemed to have been made a t the t ime when the r esolut i on of
the Direct or s author ising the cal l was passed a nd may be made
pa yabl e by insta lmen ts. A cal l may be r evoked or postponed as
the Director s may determine.
Director s may make
cal ls
19. I f a sum cal led in r espect of a share is not paid before or on the da y appoin ted for payment thereof, the per son from whom the
sum is due shal l pay in terest or compensat ion on that sum from
that day to the t ime of actual payment at such ra te, not
exceeding eigh t per cen t (8%) per annum or such other ra te as
may be a l lowed under the Act and appl icable laws and, as the
Director s may determine, but the Director s shal l be a t l iber ty to
wai ve pa ym ent of in terest or compensat ion in whole or in part .
In terest on unpaid cal ls
20. Any sum which by the terms of issue of a share, paya ble on
a l lotmen t or a t any fixed date, shal l, for a ll purposes of th is
Const i tut ion , be deemed to be a cal l duly made and paya ble on the date on which, by the terms of issue, the same becomes
pa yabl e and in case of non -pa yment , a l l the r elevan t provisi ons
of th is Const i tut ion and the Act as to pa yment of in terest and
expenses, for fei ture and otherwise shal l apply as i f such sum had
becom e pa yabl e by vir tue of a cal l duly made and not i fied.
Sums pa yabl e on
a l lotmen t or any fixed
date
21. On the tr ia l or hear ing of any act i on for the r ecover y of an y
money due for any cal l , i t shal l be suffi cien t to prove that the
name of the Member sued is en tered in the Register of Mem bers
or is r ecorded in the Record of Deposi tor s as the holder of the
shares in r espect of wh ich such debt accrued, tha t the r esolut ion
making the cal l i s duly r ecorded in the minutes book, and that the not ice of such cal l was duly given to the Member sued in
pur suance of th is Const i tut ion ; and i t shall not be necessar y t o
prove the appoin tmen t of the Director s who made su ch cal l , nor
that the meet ing at wh ich any cal l made was du l y convened and
const i tuted nor any other matter s whatsoever , and the proof of
the mat ter s aforesaid shal l be conclusi ve evidence of the debt .
Proof of debt
22. The Director s may, on the issue of shares, di fferent ia te between
the holder s as to the amount of cal ls or in sta lmen ts to be paid
and the t imes of pa yment of such cal ls.
Arrangement and t ime
for paym ent of cal ls
23. The Director s ma y, i f they th ink fi t , r eceive from any Member
a l l or any par t of the monies uncal led and unpaid upon an y
shares held by h im, and upon al l or any of the monies so
advanced ma y (un t i l the same would but for such advance
becom e pa yabl e) pa y in terest or r eturn a t such rate, not
exceeding (un less th e Company in meet ing of Members shall
otherwise dir ect) eigh t per cen t (8%) per annum, as may be
agreed upon between the Director s and the Member . Such capi ta l
paid on shares in advance of cal ls shal l not wh i lst carrying
interest , confer a r igh t to par t ici pate in profi ts.
Pa yment of cal ls in
advance
24. A Member shal l not be en t i t led to r ecei ve any dividend or to
exercise any pr ivi lege as a Member in r espect of any share upon
which cal ls or in sta lmen ts are due and unpaid.
No en t i t lemen t to
dividend or Member ’s
pr ivi lege on unpaid
share
1 5
LIEN
25. The Company’s l ien on shares and dividends from t ime to t ime
declared in r espect of such shares shal l be r est r icted to unpaid
cal ls and insta lmen ts upon the specifi c shares in r espect of wh ich such moneys are due and unpaid, and to such amounts as
the Company may be cal led upon by la w to pa y and has paid in
r espect of the shares of the Member or deceased Member .
Company’s l ien on
shares
26. The Company may sel l , in such manner as the Director s th ink
fi t , any shares on which the Company has a lien , but no sa le
shal l be made unless a sum in r espect of wh ich the l ien exists i s
presen t ly pa ya ble, nor un t il the expira tion of four teen (14) days
after a not ice in wr i t in g, sta ting and demanding pa yment of such
part of the amount in r espect of wh ich the lien exists as is
presen t ly pa ya bl e, has been given to the r egistered holder for the
t ime being of the share, or the per son en t i tled thereto by reason of h is death or bankr uptcy.
Power to en force l ien
by sa le
27. To give effect to an y such sale, the Director s ma y author ise
som e per son to t r ansfer subject to the Act , the Cen tra l
Deposi t or ies Act and the Rules, the shares sold to the purchaser
thereof. The purchaser shal l be r egistered as the holder of the
shares compr ised in any such tr ansfer and the Director s shall not
be bound to see t o the appl icat ion of the purchase mone y nor
shal l the purchaser ’s ti t le to the shares be affected by an y
i rr egular ity or inval idi ty in the proceedings r ela t ing to the sa le
and the r emedy of the holder of such shares or of any per son cla iming under or through h im in r espect of any a l leged
i rr egular ity or inval idi ty, shal l be against the Company.
Director s may effect
the transfer
28. The proceeds of any such sale after paym ent of the amount of
interests and costs r ela t ing to the sa le shal l be r ecei ved by the
Company and appl ied towards paym ent of such part of the
amount in r espect of wh ich the l ien exists as is presen t ly
pa yabl e, and any residue shal l be paid to t he per son en ti t led to
the share a t the date of the sa le or h is executor s, administr a tor s
or assignees or as he dir ects, subject to a similar l ien for the
sums nor presen t ly pa ya bl e as existed upon the shares before the
sa le.
Appl icat ion of
proceeds of sa le
INFORMATION OF SHAREHOLDING
29. (1) The Company ma y by not ice in wr i t ing r equire any
Member of the Company with in such reasonable t ime as is
specifi ed in the not ice:
(a) to in form the Company whether he holds any vot ing
shares in the Company as nominee or beneficia l owner
or as trustee; and
(b) i f he holds them as nominee or trustee, to indicate so
far as he can the per sons for whom he holds them by
name and by other par t icular s sufficien t to enable
those per sons to be iden t i fied and the nature of their
interest .
Company ma y require
in format ion
(2) Where the Company is in formed in pur suance of a not ice
given to an y per son under sub-Clause (1) hereof or under
this sub-Clause that any other per son has an in terest in
any of the vot ing shares in the Company, the Company
may by not ice in wr i ting r equire that other person with in such reasonable t imes as is specifi ed in the not ice:
(a) to in form i t whether he holds that in terest as
benefi cia l owner or as trustee; and
1 6
(b) i f he holds i t as t rustee, to indicate so far as he can
the per sons for whom he holds i t by name and by
other par ticular s suffici en t to enable them to be
iden t i fied and the nature of their in terest .
(3) The Company may by not ice in wr i t ing r equire a Member
to in form the Company, wi th in such reasonable t ime as is
specifi ed in the not ice, whether any of the vot ing r igh ts
carr ied by any vot ing shares in the Company held by h im
are the subject of an agreement or arrangement under
which another per son is en t it led to con trol his exercise of
those r ights and, i f so, to gi ve par t icular s of the agreement
or arrangement and the par t ies to such agreem ent or
arrangement .
TRANSFER AND TRANSMISSION OF SHARES
30. The tr ansfer of any Deposi ted Secur i ty shal l be by wa y of book
en try by the Centra l Deposi t or y in accordance with the Rules
and, notwithstanding Sect ions 105, 106 or 110 of the Act , but
subject t o Sect i on 148(2) of the Act and any exemption that ma y
be made from compliance with Sect ion 148(1) of the Act , the
Company shal l be precluded from register ing and effect ing any
t ransfer of Deposi ted Secur i t y.
Transfer of secur i t ies
31. The instrument of t r ansfer of a share shal l be signed by or on
behalf of the t r ansferor and tr ansferee provided that subject t o
compliance with the Cen tra l Deposi tor ies Act and the Rules, an instrument of t r ansfer in r espect of wh ich the transferee is
Cen tra l Deposi t or y shal l be effect i ve a l though not signed by or
on behalf of the Cen tra l Deposi tor y i f i t has been cer t i fied by an
author ised deposi tor y agen t pur suan t to Sect ion 18 of the
Cen tra l Deposi t or ies Act . Subject to compliance with the Act ,
the Cen tr al Deposi t or ies Act and the Rules, the tr ansferor shal l
be deemed t o r emain the holder of the share un ti l the name of
the tr ansferee is en tered into the r egister of members in r espect
thereof.
Execut ion
32. No shares shal l in any ci r cumstances be t r ansfer red to any
in fan t , bankrupt or per son of unsound mind.
Per son under
disabi l i t y
33. Subject to compliance with the appl icable laws and
r equiremen ts of the Rules , in the case of the death of a Member ,
the executor s or admin istr a tor s of the deceased shal l be the only
per son recogn ised by the Company as having any t i t le to h is
interest in the shares; but noth ing herein con tained shall r elease
the esta te of a deceased fr om any l iabi l i t y in r espect of an y
shares which had been held by h im.
Death of Mem ber
34. Any per son becoming en ti t led to a share in consequence of the
death or bankruptcy of a Member may, upon such evidence being produced as may from t ime to t ime proper l y be r equired by the
Board or the Deposi tor y and subject as hereinafter provided,
elect ei ther to be r egistered h imself as holder of the share or to
have som e per son nominated by h im registered as the transferee
thereof, but the Deposi t or y shal l in ei ther case have the same
r igh t to decl ine or suspend regist r at ion as they would have had
in the case of a t r ansfer of a share by that Member before h is
death or bankruptcy. Provided a l wa ys that where the share is a
Deposi ted Secur i t y, subject t o Rules of the Deposi t or y, a
t ransfer of the sha re may be carr ied out by per son becoming so
en t i t led.
Share of deceased or
bankrupt Member
35. I f the per son so becoming en ti t led elects t o be r egistered
h imself, he shal l del iver or send to the Company, a not ice in
wr i t ing signed by him sta ting that he so elects provided that
Not ice of elect ion
1 7
where the share is a Deposi ted Secur i t y and the per son becoming
en t i t led elects to have the share transfer red to h im, the aforesaid
not ice must be served by h im on the Deposi t or y. If he elects to
have another per son registered, he shal l test i fy h is elect ion by
execut ing to that per son a tr ansfer of the share. Al l the l imita t ions, r est r ict ions and provisi ons of th is Const i tution
r ela t ing to the r igh ts to t ransfer and the r egist r at ion of t r ansfer s
shal l be appl icable t o any such not ice or tr ansfer as aforesaid as
i f the death or bankruptcy of the Member had not occur red and
the not ice or t ransfer were a tr ansfer signed by that Member .
36. Where the r egistered holder of an y share dies or becomes
bankrupt , h is per sonal r epresen tat ive or the assignee of h is
esta te, as the case may be, shal l , upon the product ion of such
evidence as ma y from t ime to t ime be proper l y r equired by the
Board and/or the Deposi tor y, for the Deposi t ed Secur i t ies and
upon registr a tion as a Member , be en t i tled to the same dividends and other advan tages, and to the same r igh ts (whether in r ela t ion
to meet ings of the Company, or to vot ing, or otherwise) , as the
r egistered h older or deposi t or would have been en t i t led to i f he
had not died or becom e bankrupt ; and where two (2) or more
per sons are join t ly en t i t led to any share in consequence of the
death of the r egistered holder for the purpose of th is
Const i tut ion , on ly one holder wi l l be r ecogn ised by the
Deposi t or y for the share.
Per son en t i t led to
r ecei ve di vidends
37. Where:
(a) the secur i t ies of the Company are l i sted on another stock
exchange; and
(b) the Company is exempted from compliance with Sect i on
14 of the Cen tra l Deposi t or ies Act or Sect ion 29 of the
Secur i t ies Industry (Cen tral Deposi t or ies) (Amendment)
(No.2) Act , 1998, as the case may be, under the Rules in
r espect of such Secur i t ies;
the Company shal l, upon request of a Secur i t ies holder , permit a
t ransmission of secur i t ies held by such secur i t ies holder from
the r egister of holder s main ta ined by the Regist r ar of the Company in the jur isdict ion of the other stock exchange, to the
r egister of holder s main ta ined by the Regist r ar of the Company
in Malaysia or vi ce ver sa provided that there shal l be no change
in the ownership of the secur i t ies.
Transmission of
Secur i t ies from Foreign Register
FORFEITURE OF SHARES
38. I f a Mem ber fa i ls to pa y the whole or any part of any cal l or
in stalmen t of a cal l on the day appoin ted for the payment
thereof, the Board may, a t any t ime thereafter dur ing such t ime
as any par t of such cal l or in sta lmen t r emains unpaid, serve a not ice on h im requir ing him to pa y such cal l or in sta lmen t as
r emains unpaid, together wi th the in terest or compensat ion a t
such ra te not exceeding eigh t per cen tum (8%) per annum from
the date of for fei ture, or a t any other ra te as the Board may
determine and any expenses that have accrued by reason of such
non-payment .
Not ice to pa y cal ls
39. The not ice shal l name a fur ther day (not earl ier than the
expira t ion of seven (7) da ys from the date of the not ice) on or
before which , and the place where, the paym ent r equired by
not ice is to be made, and shall sta te in the even t of non -payment a t or before the t ime and a t the place appoin ted, the share in
r espect of wh ich such cal l was made wil l be l iable to be
for fei ted.
Per iod of not ice
1 8
40. I f the r equirements of any such not ice are not complied with ,
any share in r espect of wh ich the not ice has been given may, a t
any t ime thereafter , before pa yment as r equired by such not ice
has been made, be for fei ted by a r esolut ion of the Director s to
that effect . Such for fei ture shall include al l dividends declared in r espect of the for fei ted shares and not actual ly paid before the
for fei ture. The Director s may accept the surrender of any share
l iable to be for fei t ed hereunder .
For fei ture for non -
pa yment
41. When any share has been for fei ted in accordance with this
Const i tut ion , a not ice of for fei ture shall be sen t to the Member
with in four teen (14) days of the for fei ture.
Not ice of for fei ture
42. (a) A share so for fei ted or sur rendered shal l becom e the
proper ty of the Company and the share may be r esold, r e-
a l loted or otherwise disposed of t o the per son who was
before such for fei ture or surrender the holder thereof or en t i t led thereto, or to any other per son upon such terms
and in such manner as the Board th inks fi t , and, a t any
t ime before a sa le or disposi t ion the for fei ture or
surrender may be cancel led on such terms as the Board
thinks fi t . The Director s ma y, i f necessar y, author ise some
per son to t r ansfer a for fei ted or surrendered share to any
such other per son as aforesaid.
For fei ted shares may
be sold or cancel led
(b) Subject t o any l ien for sums not presen t ly pa ya ble, i f any,
any residue of the proceeds of sa le of shares which are
for fei ted and sold or disposed of, after the sa tisfact i on of the unpaid cal ls or in sta lmen ts payabl e a t fixed t imes and
accrued in terest and expenses, shal l be paid to the per son
en t i t led to the shares immediate ly before the for fei ture
thereof or h is execut or s, admin istr ator s or assignees or as
he dir ects.
Residual amounts
after sa le of for fei ted
shares
43. Not withstanding any such for fei ture as aforesaid, the Board may,
a t any t ime before the for fei ted share has been otherwise
disposed of, annul the for fei ture, upon the terms of pa yment of
a l l ca lls and in terest due thereon and a l l expenses incurred in
r espect of the share and upon such fur ther terms ( i f any) as the
Board shal l deem fi t .
Annulmen t of
for fei ture
44. A per son whose shares have been for fei ted or surrendered shal l ,
cease to be a member in r espect of the for fei ted or surrendered
shares, but shall , notwithstanding remain liable to pa y the
Company al l moneys which , a t the date of for fei ture or surrender
were pa ya ble by h im to the Company in r espect of the shares
( together wi th in terest or compensat ion a t the r a te of 8% per
annum (or such other ra te as the Board may approve) from the
date of for fei ture or surrender on the money for the t ime being
unpaid i f the Director s think i t fi t to en force pa yment of such
interest ) but h is l iabi l ity shal l cease i f and when the Company recei ves pa yment in ful l of a l l such moneys in r espect of the
shares.
Liabi l i t y on for fei ture
45. A sta tutory declara t ion in wr i t ing that the declarant is a Director
or the Secretary of the Company, and that a share in the
Company has been duly for fei t ed on a date sta ted in the
declara t ion, shall be conclusi ve evidence of the facts therein
sta ted as against a ll per sons cla iming to be en t i t led to the share.
Sta tutory declara t ion
as conclusi ve evidence
ALTERATION OF CAPITAL
46. The Company ma y by Ordinary Resolut ion : Power to a l ter capita l
(a) consol idate and divide a l l or any of i t s share capi ta l, the
propor t ion bet ween the amount paid and the amount , i f
1 9
any, unpaid on each subdivided share shall be t he same as
i t was in the case of the same from which the subdi vided
share is derived;
(b) subject t o the provi sions of th is Const i tut ion and the Act , conver t and/or r e-classi fy of any class of shares in to any
other class of shares;
(c) subdi vide i ts shares or any of i t s shares, whatever is in the
subdi visi on , the propor t ion bet ween the amount paid and
the amount, i f any, unpaid on each subdivided share shal l
be the same as i t was in the case of the share from which
the subdivided share is derived; and
(d) cancel any shares which , at the date of the passing of the
r esolut ion , have not been taken or agreed to be taken up
by an y per son or which have been for fei ted and dimin ish the amount of i t s shares capi ta l by the amount of the share
so cancel led.
47. The Company ma y by Specia l Resolut ion r educe i ts share capi ta l
in any manner permit ted or author ised under and in compliance
with the Act or other applicable laws or r egulations.
Power to r educe
capi ta l
INCREASE OF CAPITAL
48. The Company ma y from t ime to t ime, whether al l the shares for
the time being issued shal l have been ful l y cal led up or not , by Ordinary Resolut i on increase i ts share capi ta l by the creat ion
and issue of new shares, such new capi ta l to be of such amount
and to be di vided in to shares of such respect ive amounts and to
carry such r igh ts or to be subject to such condi t ions or
r est r ict ions in r egard to dividend, r eturn of ca pi ta l, vot ing or
otherwise as the Company by the r esolut ion author ising such
increase dir ects.
Power to increase
capi ta l
49. (a) Subject to any direct ion to the con trary that may be given
by the Company in general meet ing, a ll new shares or
other conver t ible Secur i t ies shal l, before they are issued,
be offered to such per sons as at the date of the offer en t i t led to r ecei ve not ices from the Company of general
meet ings in propor t ion , as near ly as the ci r cumstances
admit, to the amount of the exist ing shares or Secur i t ies,
to which they are en t it led.
Offer of un issued new
shares to exist ing
members
(b) The offer r efer red to above shal l be made by not i ce
specifying the number of shares or Secur i ties offered, and
l imiting a t ime with in which the offer , i f not accept ed,
wi l l be deemed to be decl ined, and, after the expira t ion of
that t ime, or on the r eceipt of an int imat ion from the
per son to whom the offer is made that he decl ines to accept the shares or Secur i t ies offered, the Director s ma y
dispose of those shares or Secur i t ies in such manner as
they th ink most beneficia l to the Comp any. The Director s
may l ikewise a lso dispose of any new shares or Secur i t ies
which (by reason of the r a t io which the new shares or
Secur i t ies bear to shares or Secur i t ies held by per sons
en t i t led to an offer of new shares or Secur i t ies) cannot , in
the opin ion of the Director s, be conven ien t ly offered
under th is Const itut ion.
50. Subject t o the provisi ons of th is Const i tut ion and notwithstanding the existence of a r esolut ion pursuan t to Sect ion
75 of the Act , the Company shall ensure that it shal l not issue
any shares or conver t ible Secur i t ies i f the tota l number of any
such shares or conver t ible Secur i t ies, when aggregated with the
Issue of secur i t ies not to exceed 10%
2 0
tota l number of an y such shares or conver t ible Secur i t ies issued
dur ing the preceding twel ve (12) months, exceeds ten per cen tum
(10%) of the tota l number of the issued shares of the Company,
except wher e the shares or conver t ible Secur i t ies are issued with
the prior approval of the Members in meet ing of Members of the precise terms and condi t ions of the issue. Provided fur ther that
except in the case of an issue of Secur i t ies on a pro ra ta basis to
Members, no shares or other conver t ible Secur i ties shal l be
issued to a Director , Major Shareholder or per son connected
with any Director or Major Shareholder unless the Company in
General Meet ing has approved of the speci fic a l lotmen t to be
made to such aforesaid per son , such approval to be obta ined in
accordance with the List ing Requiremen ts.
51. Except so far as otherwise provided by the condi t ions of issue or
by th is Const i tut ion, any capi ta l r a ised by the creat ion of new
shares shal l be considered as part of the or iginal share capi ta l of the Company and shal l be subject to the same provisi ons wi th
r eference t o the payment of cal ls, in sta lmen t , tr ansfer ,
t ransmission , for fei ture, l ien and otherwise as the or iginal
capi ta l .
How far new shares to
r ank with shares in
or iginal capi ta l
MODIFICATION OF RIGHTS
52. I f a t any t ime the share capi ta l of the Company, by r eason of the
issuance of preference shares or otherwise is divided in to
differen t classes, the r epayment of such prefer red capi ta l or al l
or any of the r igh ts and pr ivi leges a t tached to ea ch class of shares may subject to the provisions of the Act , and th is
Const i tut ion , be var ied, modified, commuted, affected,
abrogated or deal t wi th by specia l r esolut ion passed by the
holder s of not less than seven t y five per cen tum (75%) of the
tota l vot ing r ights of the Mem bers of that class a t a separate
meet ing of the holder s of that class and a ll the provisi ons
hereinafter con ta ined as to meet ings of Members shal l mutat is
mutandis apply t o ever y such meet ing except that the quorum
hereof shal l be two (2) per sons holding a t least one -th ird (1/3)
of the issued shares of the class PROVIDED ALWAYS that in
the even t of the necessary major i t y for such a specia l r esolut ion
not having been obta ined in the manner aforesaid, consen t in wr i t ing may be secured from Members holding a t least three
four ths (3/4) of the issued shares of the class and such consen t i f
obta ined with in two (2) m onths from the date of the separate
meet ing shal l have the force and val idi ty of a r esolut ion dul y
carr ied by a vot e in per son or by proxy.
Modi ficat i on of r igh ts
CONVERSION OF SHARES INTO STOCK
53. The Company ma y, by ordinary r esolut ion , conver t any paid -up
shares in to stock, and reconver t any stock in to paid -up shares of
any number .
Conversion of shares
into stock and
reconversion
54. The stockholder s may t r ansfer the stocks or any par t of the
stocks in the same manner as the tr ansfer of shares from which
the stock arose ma y, before the conversion , have been
t ransfer red or in the closest manner as the ci r cumstances a l low.
The Director s may fix the minimum amount of stock t r ansferable
and may rest r ict or forbid the tr ansfer of fr act ions of that
min imum.
Transfer of st ock
55. The stockholder s shal l, according to the amount of the stock
held by the stockholder s, have the same r igh ts, pr ivi leges and advan tages with r egards dividends, vot ing at meet ings of the
Company and other matter s as i f the stockholder s held the shares
from which the stock arose. Not withstanding, no pr ivi lege or
advan tage except par ticipat ion in the dividends and profi ts o f
Par t icipat ion in
dividends and profi ts
2 1
the Company and in the assets on winding up shal l be confer red
by an y such par t of stock which would not , i f exist ing in shares,
have confer red that pr ivi lege or advan tage.
56. Any reference in the Act and th is Const i tution appl icable t o paid-up shares shal l apply t o st ock, and the words "share" and
"shareholder" or “Member” shal l include "stock" and
"stockholder" r espect ivel y.
Provisi ons appl icable to shares appl ies to
stock
BORROWING POWERS
57. The Director s ma y from t ime to t ime a t their discret ion exercise
a l l the powers of the Company t o r a ise or bor row m oney, and to
mor tgage or charge i ts under taking, proper ty and uncal led
capi ta l or any par t thereto, whether outr igh t or as secur i t y for
any debt , l iabi l i ty or obl igat ion of the Company or of i t s r elated
compan ies on ly. The Director s shal l not exercise any of their bor rowing powers under th is Ar t icle whether outr igh t or as
secur i ty for any debt , l iabi l i t y or obl igat ion of a n unrela ted th ird
party.
Power to bor row
58. The Director s ma y ra ise or secure the payment of such sum or
sums in such manner and upon such terms and condi t ions in a l l
r espect s as they th ink fi t and in part icular by the issue of bonds,
perpetual or r edeemable, deben tures, or deben ture stock or any
mor tgage, charge or other secur i ty on the under taking of the
whol e or any par t of the proper t y of the Compa ny (both presen t
and future) , including i ts uncal led capi ta l for the t ime being.
Condi t ions on which
money ma y be
bor rowed
59. Deben tures, deben ture stock or other secur i t ies may be made
assignable fr ee from any equi t ies bet ween the Company and the
per son to whom the same may be issued.
Secur i t ies may be
made assignable fr ee
from equi t ies
60. Any deben tures, deben ture stock, bonds or other secur i ties may
be issued a t a discoun t , premium or otherwise and with any
specia l pr ivi leges as t o r edemption , surrender, drawings,
a l lotmen t of shares, a ttending and vot ing a t General Meet ings of
the Company, appoin tment of Direct or s and otherwise.
Issued a t discoun t etc
or wi th specia l
pr ivi leges
61. The Director s shal l cause a proper r egister to be kept in accordance with Sect ion 362 of the Act of a l l mor tgages and
charges speci fi cal l y affect ing the proper ty of t he Company and
shal l compl y with the r equiremen t of Sect i on 352 of the Act in
r egard to the r egistr a t ion of mor tgages and charges therein
specifi ed and otherwise.
Register to be kept
62. I f the Director s or any of them, or any other per son shall becom e
per sonal ly l iable for the payment of any sum pr imar i ly due from
the Company, the Direct or s may execute or cause to be executed
any mor tgage, charge or secur i ty over or affect ing the whole or
any par t of the assets of the Compan y by wa y of indemnity to secure the Director s or per sons so becoming l iable as aforesaid
from any loss in r espect of such l iabi l i ty.
Power of Di rect or s to
indemnify out of
company assets
ANNUAL GENERAL MEETINGS AND
MEETINGS OF MEMBERS
63. An annual general meet ing of the Company shal l be held in
accordance with the provisi ons of the Act . Al l meet ings of
Members other than annual general meet ings shall be cal led
general meet ings or meet ings of Mem bers. Al l annual general
meet ings shal l be held at such t ime and place(s) as the Board shal l determine. The Company shal l hold an annual general
meet ing in ever y calendar year in addit ion to any other meet ings
held dur ing that per iod with in six (6) months of the Company’s
financia l year end and not more than fi fteen (15) months after
General meet ings
2 2
the last preceding annual general meet ing.
64. The Company shal l r equest the Cen tra l Deposi t ory in accordance
with the Rules, to issue a Record of Deposi t or s to whom not ices
of general meet ings shall be given by the Company. The Company shal l a lso r equest the Cen tra l Deposi tory in accordance
with the Rules to issue a General Meet ing Record of Deposi tor s .
The General Meet ing Record of Deposi tor s shal l be the final
r ecord of a l l Deposi tor s who shall be deemed to be r egistered
holder s of ordinary shares of the Company el igible to a t tend,
speak and vote a t such meet ing. Subject t o the Secur i t ies
Industry (Cen tra l Deposi tor ies) (Foreign Ownersh ip) Regulat ions
1996 (where appl icable) , a Deposi tor shall not be r egarded as a
Member en t i t led to a t tend any General Meet ing and to speak and
vote thereat unless such name appear s in the General Meet ing
Record of Deposi tor s.
Record of Deposi tor s
65. A meet ing of Mem bers ma y be convened by: Conven ing of meet ing
of members
(a) the Board; or
(b) any Mem ber holding at least ten per cen tum (10%) of the
issued share capi ta l of the Company
66. In addi t ion to the annual general meet ing, the Direct or s may
whenever they so decide convene a meet ing of Mem bers.
Fur ther , a meet ing of Mem bers (not being an annual general
meet ing) shal l a lso be convened on such requisi t ion as is r efer red to in Sect ion 311 of the Act , or i f the Company makes
defaul t in conven ing a meet ing in compliance with a r equisi t ion
r ecei ved pursuant to Sect i on 311 of the Act , a meet ing may be
convened by the r equisi t ion ists themselves in the manner
provided in Sect ion 313 of the Act .
67. The Director s shall :
(a) ca l l for the meet ing with in four teen (14) days from the
date of the r equisi t ion under Clause 6 6; and
(b) hold the meet ing on a date which is not more than twen ty-eigh t (28) days a fter the date of the not ice t o convene the
meet ing.
68. The meet ing convened pursuan t to Clause 6 7 shal l be convened
in the same manner, as near ly as possi ble, as that in which
meet ings are r equisi t ioned to be convened by the Director s.
69. (a) The main venue of the meet ing shall be in Malaysia and
the chairman shall be presen t at the main venue of the
meet ing.
Venue of meet ing of
members
(b) The Company ma y convene a meet ing of Mem bers a t more
than one (1) venue using any technology or method that
enables the Members of the Company t o par t icipate and to
exercise the Members’ r igh t to speak and vote a t the
meet ing. A per son so par t icipat ing shal l be deemed to be
presen t in per son a t the meet ing and shal l accordingly be
coun ted in a quorum and be en t i t led to vot e. Al l business
t ransacted in the manner as specifi ed in th is Const i tut ion
and for the purposes of this Clause shall be deemed to be
val idl y and effect ivel y t r ansacted a t a meet ing.
70. (a) The not ices conven ing meet ing s shall be given to a l l
Members en t i tled to a ttend and vot e a t the meet ing, a t
least four teen (14) da ys before the meet ing or at the least
twen ty-one (21) da ys before the meet ing where any
Not ice of meet ing
2 3
Specia l Resolut ion is to be proposed or where i t i s an
annual general meet ing.
(b) Ever y not ice of meet ing shal l include the fol l owing and
shal l be given in the manner as provided for in this Const i tut ion and subject to the r elevan t laws:
Con ten ts of not ice
conven ing
( i ) the place, day, date and t ime of meet ing;
( i i ) the general nature of the business of the meet ing;
( i i i ) i f the meet ing is ca l led to consider any specia l
business, i t shall be accompan ied by a sta temen t
r egarding the effect of any proposed resolut ion in
r espect of such specia l business and such other
r elevan t in format ion to enable Mem ber to make an
in formed decisi on .
(c) The not ice of meet ing of Members may include the text of
any proposed resolut i on and other in format ion as the
Director s deem fi t .
(d)
Not ice of a meet ing of Members must be given to a l l
Member s, Director s and Audi tor of the Company for the
t ime being. For the purposes of th is Clause, the r eference
to a “Mem ber” includes any per son who is en t i t led to a
share in the Company in consequence of the death or
bankruptcy of a Member who, but for h is death or bankruptcy, would be en t i t led to r ecei ve not i ce of the
meet ing and the Company has been not i fied of the
person’s en t i t lement in wr i t ing.
(e) At least four teen (14) days ’ not ice or twen t y-one (21)
da ys’ not ice in the case where any Specia l Resolut ion is
proposed or where i t i s the annual general meet ing, not ice
of ever y such meet ing must be given by adver t isemen t in
a t least one (1) national ly ci r cula ted Bahasa Malaysia or
Engl ish dai ly newspaper and in wr it ing to the Exchange.
71. A meet ing of the Company shal l , notwithstanding that i t i s ca l led by shor ter not ice than that specifi ed in th is Const i tution ,
be deemed to have been duly cal led i f i t i s so agreed:
Cal l of meet ings by shor ter not ice
(a) in the case of an annual general meet ing, by a l l the
Members en t i t led to a ttend and vote a t such meet ing; or
(b) in the case of a meet ing of Members other than annual
general meet ing , by a major i ty in number of the Members
having a r igh t to a t tend and vot e thereat , being a major i ty
of not less than n inety- fi ve per cen tum (95%) of the
number of shares giving a r ight to a ttend and vote, excluding any shares in the Company held as t r easury
shares.
72. The acciden ta l omission to give not ice of any meet ing to or the
non-receipt of the not ice by an y Member shal l not inval idate the
proceedings a t the meet ing or any resolut i on passed thereat .
Omission to give
not ice
73. (a) Not ice of a meet ing of mem bers shal l be in wr i ting and
shal l be given to the members ei ther :
Manner of the not ice
to be given
( i ) in hard copy;
( i i ) in elect ron ic form; or
( i i i ) part ly in hard copy and par t ly in elect ron ic form.
2 4
(b) Not ice of meet ing of mem bers:
( i ) given in hard copy shal l be sen t to the Member
ei ther per sonal ly or by post to the address as
appear ing in the Record of Deposi t or s; or
( i i ) given in Electron ic Form shal l be t ransmit ted to the
Electron ic Address provided by the Member to the
Company for such purpose as appear ing in the
Record of Deposi t or s or by publ ish ing on the
Company’s websi te or via shor t messaging service
or any other elect ron ic plat form(s) .
(c) Where not ice of a meet ing of Mem bers is given by the
Company by publ ish ing on the Company’s webs i te or any
other elect ron ic pla t form(s) , the Company must not i fy
Member s of the publ icat ion of the not ice on the websi te and such not i ficat ion shal l be in wr it ing and be given in
hard copy or Electron ic Form sta ting:
( i ) that i t concerns a meet ing of Mem bers;
( i i ) the place, day, date and t ime of the meet ing; and
( i i i ) whether the meet ing is an annual general meet ing.
The not ice shal l be made avai lable on the websi te from the
date that not ice is given in accordance with Clause 70(a) un ti l the conclusion of the meet ing.
(d) A not ice ma y be given by the Company t o the per sons
en t i t led to a share in consequence of the death or
bankruptcy of a Mem ber by sending i t through the post in
a prepaid let ter addressed to them by name or by the t i t le
of r epresen ta t ives of the deceased, or assigned of the
bankrupt , or by any l ike descr ipt ion , a t the address, of
any, wi th in Malaysia suppl ied for the purpose by the
per sons cla iming to be so en t i tled or (unt i l such and
address has been so suppl ied) by gi ving the not ice in any
manner in which the same migh t have been given i f the death or bankruptcy has not occur red.
PROCEEDINGS AT GENERAL MEETINGS
74. Subject a l wa ys to the provisi ons of the Act , no business shal l be
t ransacted a t a meet ing of Mem bers except business of wh ich
not ice has been given in the not ice conven ing the meet ing. An
annual general meet ing shall be held to tr ansact the business in
accordance with the Act which include the laying of audi ted
financia l sta temen ts and the r epor ts of the Director s and the
audi tor s of the Compan y, the elect i on of Director s in place of those r et i r ing, the appoin tmen t and fixing of the r emunerat ion
and benefi ts of Dir ect or s, the appoin tmen t and fixing of the
r emunerat ion of the auditor s of the Company.
Business a t meet ings
75. Al l business shal l be deemed specia l that i s tr ansacted a t a
meet ing of Mem bers and a lso a l l business that i s t ransacted a t an
annual general meet ing with the except ion of declar ing a
dividend, laying of audi ted financia l sta temen ts and the r epor ts
of the Director s and Audi tor s, elect i on of Director s in place of
those r et i r ing, appoin tmen t and fixing of the Direct or s’ fees and
benefi ts, appoin tmen t and fixing of the r emunerat ion of the Audi tor s.
Specia l business
76. No business shal l be t r ansacted a t any meet i ng of Members
un less a quorum of Members is presen t a t the t ime when the
Quorum
2 5
meeting proceeds to business. Save as herein otherwise
provided, t wo (2) Members presen t in per son or by proxy or in
the case of a corporat ion, by a r epresen ta tive dul y author ised in
that behalf shal l be a quorum. For the purpose of const i tut ing a
quorum, where one (1) or more proxies or r epresen ta t ives are appoin ted by a Member , the proxies or r epresen ta t ives shal l be
coun ted as one (1) Member .
77. I f wi th in half an hour from the t ime appoin ted for the meet ing a
quorum is not presen t , the meet ing, i f convened by or upon the
r equisi t ion of Mem bers, shal l be dissol ved . If otherwise
convened, i t shal l stand adjourned to the same da y in the next
week (or i f that day be a publ ic hol iday, then to the next
business da y fol l owing that publ ic hol iday) a t the same t ime and
place, or such other day, t ime or place as the Director s may
determine, but i f a quorum is not presen t wi thin half an ho ur
from the time appoin ted for holding the adjourned meet ing , the meet ing shall be dissolved .
Proceeding i f quorum
not presen t
78. The Chairman of the Board or in h is absence the deput y
chairman of the Board shal l preside as chairman at ever y
meet ing of Members. If there is no such chairman or deput y
chairman or i f a t any meet ing the chairman or the deput y
chairman is not presen t wi th in fi fteen (15) minutes aft er the t ime
appoin ted for holding the meet ing or shal l decl ine to take or
shal l r et ir e from the chair , the Director s presen t shal l choose
one (1) of their number to act as Chairman of such meet ing, and
i f there be no Director chosen who shal l be wi l l ing to act , the Members presen t in per son or by proxy, and en t i t led to vot e
shal l choose on e of their own number to act as Chairman of such
meet ing. However , a proxy shal l not be el igibl e for elect i on as
Chairman of the meet ing.
Chairman of the
meet ing of members
79. No business except the elect i on of the Chairman or the
adjournment of the meet ing shal l be tr ansacted or discussed a t
any meet ing of Members whi le the chair i s vacant .
No business t o be
t ransacted whi le chair
i s vacan t
80. The Chairman may, wi th the consen t of the meet ing at wh ich a
quorum is presen t and i f dir ected by the meet ing, shall adjourn
the meet ing from t ime to t ime and from place to place, but no business shal l be t r ansacted a t any adjourned meet ing other than
the business left un fin ished a t the meet ing from which the
adjournment took place. When a meet ing is adjourned for th ir ty
(30) da ys or more, not ice of the adjourned meet ing shal l be
given in the same manner as in the case of an or iginal meet ing.
Save as aforesaid, it shal l not be necessary to give any not ice of
an adjournment or of the business to be t r ansacted at an
adjourned meet ing.
Chairman may adjourn
meet ing and not ice of
adjournment to be given
VOTING
81. (a) If r equired under the applicable laws, a l l r esol ut ions put
to vote a t any meet ing of Members shal l be determined by
pol l un less such requirement is waived.
Resolut ions in not ice
of meet ing of
Members to be voted
on by pol l
(b) A pol l shall be taken in such manner and ei ther for thwith
or after an interval or adjournment or otherwise as the
Chairman directs and the r esul t of the pol l shal l be the
r esolut ion of the meet ing a t wh ich the pol l was taken , but
a pol l demanded on the elect ion of Chairman or on a
quest i on of adjournment shal l be taken immediatel y.
(c) The Company shal l appoin t a t least one (1) scrut ineer for
the purposes of a pol l in accordance with the appl icable
laws, and may, in addit ion to the power of adjourn ing
meet ings con tained in Clause 80 hereof adjourn the
2 6
meeting to some place and t ime fixed for the purpose of
declar ing the r esul t of the pol l .
(d) The pol l may be conducted manually using pol l ing sl ips or
elect ron ical ly using var ious forms of elect ron ic vot ing devices and/or means as determined by the Board. Such
votes shal l be coun ted by the pol l admin istr ator , and
ver i fied by the scrut ineer (s) , as may be appoin ted by the
Company for the purpose of det ermin ing the outcom e of
the r esolut ion(s) to be decided on pol l .
(e) A declara t ion by the Chairman of the meet ing whether a
r esolut ion has, on a pol l , been carr ied or lost , ba sed on the
pol l r esul ts obta ined, shall be conclusi ve evidence of that
fact .
82. (a) At a meet ing of Mem bers, a r esolut ion put to vote a t the meet ings of Members shal l be decided on a show of hands
un less a pol l i s (before or on the declara t ion of the r esul t
of the show of hands) demanded:
Vot ing on resolut ion when mandatory is not
r equired
( i ) by the Chairman ; or
( i i ) by a t least two (2) Members presen t in per son or by
proxy;
( i i i ) by an y Member or Members presen t in per son or by
proxy and represen t ing not less than ten per centum (10%) of the tota l vot ing r ights of a l l the Members
having the r ight to a ttend and vote a t the meet ing ; or
( iv) by a Member or Members holding shares in the
Company confer r ing a r ight to a t tend and vot e a t the
meet ing, being shares on which an aggregate sum
has been paid up equal to not less than ten per
cen tum (10%) of the tota l sum paid on al l the
shares confer r ing that r igh t.
(b) Un less a pol l i s so demanded, a declara t ion by the
Chairman of the meet ing that a r esolut ion has on a show of hands been carr ied unanimousl y, or by a par t icular
major i ty, or lost , and an en try to that effect in the book
con tain ing the minutes of the proceedings of the Company
shal l be conclusive evidence of the fact wi thout proof of
the number of propor t ion of the votes r ecorded in favour
of or against the r esolut ions.
83. The demand for a pol l may be withdrawn . The demand for a pol l
shal l not preven t the con t inuance of a meet ing for the
t ransact ion of an y business other than the ques t ion on which a
pol l has been demanded.
Con t inuance of
meet ing of other
business
84. In the case of an equal i ty of votes, whether on a show of hands
or a pol l , the Chairman of the meet ing of Members a t wh ich the
show of hands take place or at wh ich the pol l i s taken or
demanded shal l be en t i t led to a second or cast ing vote.
Equal ity of votes
85. Subject t o th is Const i tut ion and any r igh ts or rest r ict ions as to
vot ing for the t ime being a t tached to any share or classes of
shares for the t ime being forming par t of the share capi ta l of the
Company, ever y Mem ber presen t in per son or by proxy or
author ised r epresen ta t ive shal l have one (1) vote on a show of hands and upon a pol l ever y such Member or proxy or author ised
r epresen ta tive shal l have one (1) vot e for every share held or
r epresen ted by h im. A proxy shal l be en t i t led to vote on a show
of hands on any quest i on a t any general meet ing.
Vot ing r igh ts of
members
2 7
86. I f any Mem ber be an in fan t or lunat ic or of unsound mind, he
may vot e by h is commit tee or other legal curator , and such
commit tee or other legal curator may gi ve h is or their votes
ei ther per sonal ly or by proxy.
Vot es of in fant ,
member of unsound
mind
87. Subject to Sect i on 333 of the Act , any corporat ion which is a
Member may, by r esolut ion of i t s di r ect or s or other govern ing
body, author ise such per son as i t th inks fi t to act as i t s
r epresen ta tive a t a par t icular meet ing or a t al l meet ings of the
Company, and the per son so author ised shal l be en t i t led to
exercise the same powers on behalf of the corporat ion which he
r epresen ts as that corporation could exercis e i f i t were an
individual Member .
Corporate
Represen ta t ive
88. Not withstanding Clause 85, no Member shal l be en t i tled to vote
a t a meet ing of Mem bers un less a l l ca l ls or other sums presen t ly
pa yabl e by the Member in r espect of h is shares has been paid.
No vote un less cal ls
paid
89. (a) The instrument appoint ing a proxy shal l be in wr i ting
under the hand of the Mem ber or h is a t torney dul y
author ised in wr i t ing or , i f the Member is a corporat ion ,
shal l be executed under i t s seal or under the hand of t wo
(2) author ised offi cer s, one of whom shal l be a Director ,
or in the case of a sol e di r ector , by that dir ector in the
presence of a wi tness who at tests the signature or of i t s
a t torney dul y author ised.
Instrument
appoin tmen t of proxy
in wr i t ing
(b) The Director s ma y require evidence of the author i ty of any such a t torney or offi cer . The instrument appoin t ing a
proxy, subject a lwa ys to the appl icable laws, shal l be in
the form as determined by the Director s from t ime to t ime.
Un less the con trary is sta ted thereon an instrument
appoin t ing a proxy, whether in the usual common fo rm or
not , shal l be val id for any adjournment of the meet ing as
for the meet ing to which i t r ela tes.
90. (a) A Mem ber en t i t led to a t tend and vot e a t a meet ing of the
Company, or a t a meet ing of any class of Mem bers of the
company, shal l be en t i t led to appoin t any per son as h is
proxy to exercise a l l or any of h is r igh ts to a t tend, part icipate, speak and vote instead of the Member a t a
meet ing of Mem bers. There shal l be no rest r ict ion as to
the qual i fica t ion of the proxy. A proxy appoin ted to a t tend
and vote a t a meet ing of a company shal l have the same
r igh ts as the Member to speak a t the meet ing.
Appoin tmen t of proxy
(b) A Member may not appoin t more than two (2) proxies to
a t tend the same meet ing. Where the Member appoin ts two
(2) proxies to a t tend and vote a t the same meet ing, such
appoin tmen t shal l be inval id unless he specifi es the
propor t ion of h is shareholding to be r epresen ted by each proxy.
Number of proxies
a l lowed
(c) Where a Member of the Company is an Author ised
Nominee, i t may appoin t not more than two (2) proxies in
r espect of each Secur i t ies Accoun t it holds wi th ordinary
shares of the Company standing to the credi t of the sa id
Secur i t ies Accoun t .
Appoin tmen t of p roxy
by author ised nominee
(d) Where a Member of the Compan y is an Exempt Author ised
Nominee which holds ordinary shares in the Company for
mul t iple Benefi cia l Owners in one (1) Secur i t ies Accoun t ("omnibus accoun t") , there is no l imit to the number of
proxies which the Exempt Author ised Nominee may
appoin t in r espect of each omnibus accoun t i t holds. An
Exempt Author ised Nominee r efer s to an author ised
Appoin tmen t of proxy
by Exempt Authorised
Nominee
2 8
nominee defined under Centra l Deposi t or ies Act which is
exempted fr om compliance with the provisions of
Subsect ion 25A(1) of Cen tral Dep osi t or ies Act .
91. The instrument appoint ing a proxy and the power of a t torney or other authori ty, i f an y, under which i t i s signed or a notaria ll y
cer t i fied copy of that power or authori ty shal l be deposi ted a t
the Office or a t such other place with in Malaysia or in such
other manner as is speci fied for that purpose in the not ice
conven ing the meet ing not less than for t y-eight (48) hours
before the time for holding the meet ing or adjourned meet ing a t
wh ich the per son named in the inst rument proposes to vot e or , in
the case of a pol l , not less than twen t y- four (24) hours before
the time appoin ted for the taking of the pol l , and in defaul t the
instrument of proxy shal l not be t r eated as val id or in such other
per iod(s) as may be permit ted under the laws and stipula ted in
the form of proxy or in the not ice of meet ings.
Instrument appoin t ing proxy
92. A vote gi ven in accordance with the terms of an instrument of
proxy shal l be val id, notwithstanding the previous death or
insan ity of the Member or r evocat ion of the proxy or of the
author i ty under which the proxy was executed or the tr ansfer of
the share in r espect of wh ich the proxy is given , provided that
no in timat ion in wr i t ing of such death , in san ity, r evocat ion or
t ransfer shall have been received by the Office before the
commencement of the meet ing or adjourned meet ing at wh ich the
proxy is used.
Proxy val id
notwithstanding
previous death or
r evocat ion
93. The instrument appoin t ing a proxy shal l be in such form as the
Director s may from t ime to t ime prescr ibe or approve.
Form of proxy
94. (a) Subject to the appl icable laws, terminat ion of a per son’s
author i ty t o act as proxy is upon the Company or the
appoin ted share r egistr ar of the Company recei ving a
not ice of terminat ion a t least for t y-eigh t (48) hours before
the commencement of a meet ing of Mem bers or an
adjourned meet ing of Mem bers.
Terminat ion of proxy
(b) A proxy is automat ical l y r evoked i f the appoin t ing
Member a ttends the meet ing of Mem bers and votes in the meet ing of Mem bers.
Automatic r evocat ion
of proxy i f Mem ber a t tends and votes
DIRECTORS
95. No per son shal l be el igible as a Director who: El igibi l i ty
(a) i s an undischarged bankrupt ;
(b) has been convict ed of an offence r ela t ing to the
promotion , format ion or management of a corporat ion ;
(c) has been convicted of an offence invol ving br iber y, fr aud
or dishonesty;
(d) has been convicted of an offence under Sect i ons 213, 217,
228 and 539 of the Act ; or
(e) has been disquali fied by the Cour t under Sect ion 199 of
the Act .
96. (a) The number of Director s shall not be less than two (2) nor
more than fi fteen (15) but in the even t of any casual vacancy occur r ing and reducing the number of Director s
below the aforesaid min imum number , the r emaining
Director s or Director may, except in a n emergency, act
on l y for the purpose of increasing the number of Director s
Number and
appoin tmen t of Director s
2 9
to such minimum number , or to summon a general meet ing
of the Compan y. Subject to the List ing Requiremen ts, a t
least two (2) Director s or one -third (1/3) of the Board of
Director s, wh ichever is higher , shall be Independen t
Director s.
(b) Subject to Clause 96(a) , the Company ma y from t ime to
t ime by Ordinary Resolut ion passed a t a meet ing of
Members increase or r educe the number of Director s t o be
appoin ted to the Board, but th is Clause shal l not be
construed as author ising the r emoval of a Director
otherwise than in accordance with the Act .
(c) The Director s shal l have power a t any t ime to a ppoin t any
other per son to be a Direct or , ei ther to fi l l a casual
vacancy or as an addit ion to the exist ing Board, but so that
the tota l number of Director s shal l not a t any t ime exceed the maximum number fixed by or in accordance with
Clause 96(a) . Any Director so appoin ted shall hold o ffice
on l y un t i l the conclusion of the next annual general
meet ing and shal l be el igible for r e -elect ion a t such
meet ing. A Director r et ir ing under this Clause shal l not be
taken in to accoun t in determining the Director s or the
number of Direct or s to r et ir e by rota t ion a t such meet ing.
97. A Director shal l not be r equired to hold any share to qual i fy
h imself to be a Director of the Company un t il and un less the
Company in a meet ing of Members shall otherwise det ermine.
Director s’
qual i ficat ion
98. (a) The fees and benefi ts paya ble to the Director s shal l be
subject t o annual shareholder approval a t a general
meet ing and shal l (un less such resolut ion otherwise
provides) be di visi ble among the Director s as they ma y
agree. Any Direct or holding office for a part of a year
shal l be en t i t led to a propor t ionate part of such fees.
Director s’
r emunerat ion
(b) Fees pa yabl e to non -execut ive dir ector s shal l be by a fixed
sum, and not by a commission on or percen tage of profi ts
or turnover . Salar ies paya ble t o execut ive dir ector s ma y
not include a commission on or percen tage of turnover .
(c) The Director s shal l be paid a l l their tr avel l ing, hotel and
other expenses proper ly incur red by them in at tending and
return ing from meet ings of the Director s or any commit tee
of the Director s or meet ing of Mem bers or wh ich they ma y
otherwise incur in conn ect ion with the business of the
Company.
Reimbursement of
expenses
(d) An Alternate Director shal l not be en t i t led to recei ve an y
fees, compensat ion or benefi ts.
(e) Any Direct or who by request per forms specia l services or
goes or r esides abroad for any purposes of the Company
may be paid such extra r emunerat ion by wa y of sa lary,
a l lowances or otherwise as the Board may determine
provided that such extra r emunerat ion shall not be by wa y
of a commissi on on , or a percen tage of, profi ts or
turnover .
Specia l r emuneration
of Direct or s
99. (a) A Director may appoin t a per son to act as h is a l ternate
provided that :
Al ternate Director
( i ) such per son is not a Director ;
( i i ) such per son does not act as an a l ternate for more
than one (1) Director ;
3 0
( i i i ) the appoin tmen t is approved by a major i ty of the
other members of the Board; and
( iv) any fee paid by the Company t o the a l ternate shal l
be deducted from that Direct or s’ r emunerat ion.
(b) Any appoin tmen t of an Alternate Direct or may be r evoked
a t any t ime by the Director appoin t ing h im.
Revocat ion
100. The appoin tmen t of an Alternate Director shal l ipso fact o
determine:
Terminat ion of
appoin tmen t of
Al ternate Director
(a) on the happen ing of any even t which i f he were a Director
would r ender h im legal ly disqual i fied from act ing as a
Director ;
(b) i f h is appoin tor ceases for any reason to be a Direct or ; or
(c) i f h is appointor or the major i t y of the other Director s
r evokes h is appoin tmen t by del iver ing a wr i t ten not ice to
such effect to the Office .
101. An Alternate Director shall (except as r egards power to appoint
an Alternate Director and fees and benefi ts) be subject in a l l
r espect s to the terms and condi t ions exist ing with r eference t o
the other Director s, and shal l be en t i t led to r ecei ve not ices of a l l
general meet ings and meet ings of the Direct or s and to a t tend
speak and vote a t any such meet ing a t wh ich h is appoin tor is n ot presen t .
An Alternate Director shal l not be taken in to accoun t in
determin ing the min imum or maximum number of Direct or s
r equired under this Const i tution or the Act .
Al ternate Director
en t i t led to not ice
102. Subject t o the Act and the List ing Requiremen ts, no Director
shal l be disqual i fied by h is office from holding any office or
place of profi t under the Company or under any compan y in
which the Company shal l be a shareholder or otherwise
interested or from con tract ing with the Company ei ther as
vendor , purchaser , or otherwise, nor shall any such con tract or any con tract or arrangement entered in to by or on behalf of the
Company in which any Direct or shall be in any wa y in terested be
avoided, nor shal l any Direct or be l iable t o accoun t to the
Company for any profi t ar ising from any such office or place of
profi t or r eal ised by an y such con tract or arrangement by reason
on l y of such Director holding that office or of the fiduciar y
r ela t ions thereby establ ished but i t i s declared that the nature
and extent of h is in terests must be discl osed by h im at the
meet ing of the Director s a t wh ich the con tract or ar rangement is
fi r st taken in to considerat ion i f h is in terest then exists, or in any
other case a t the fi r st meet ing of the Director s aft er the acquisi t ion of h is in terests. I f a Director becomes in terested in
a con tract or arrangement after it i s made or en tered in to the
discl osure of the nature and exten t of h is in terest shall be made
a t the fi r st meet ing of the Director s held after he becom es so
interested. No Direct or shall vot e on any con tract or proposed
con tract or arrangement in which he is dir ect l y or indirect l y
interested or on any mat ter ar ising thereon and i f he vot es, h is
vote shal l not be coun ted.
Power of Direct or s to
hold offi ces of profi t
and to con tract wi th
the Company
103. Subject to the Act and the List ing Requiremen ts, a Director may
act by h imself or h is fi rm in a professi onal capaci t y for the Company, and he or h is fi rm shal l be en t i t led to r emunerat ion
for professi onal services as i f he were not a Director , provided
that noth ing herein con tained shall author ise a Direct or or h is
fi rm to act as Auditor of the Company.
Director act ing in
professi onal capaci ty
3 1
104. (a) A general not ice ma y be gi ven to the Direct or s by any
Director to the effect that he is an officer or member of
any speci fied corporat ion or fi rm and is to be r egarded as
interested in any con tract wh ich may aft er the date of the
not ice, be made with that corporat ion or fi rm.
General not ice o f
interest in con tracts
(b) A not ice given by a Director pur suan t to this Clause shal l
be deemed to be a suffici en t declara t ion of in terest in
r egard to any con tract so made i f it specifi es the nature
and exten t of h is in terest in the speci fi ed corporat ion or
fi rm and his in terest i s not di fferen t in nature of greater in
exten t than the nature and exten t so specifi ed in the
general not ice a t the t ime any con tract i s made.
(c) A not ice given by a Director pur suan t to th is Const i tut ion
shal l be of an y effect un less ei ther it i s given a t a meet ing
of the Director s or the Director takes r easonabl e steps to ensure that it i s brough t and read a t the next meet ing of
the Director s after i t i s given .
MANAGING DIRECTOR
105. The Board may, from t ime to t ime, appoin t one or more of i t s
body t o the offi ce of managing director (or per son per forming
the funct ions of a managing director , by whatever name cal led)
for such per iod and on such terms as the Board thinks fi t and
may revoke any such appoin tmen t.
Appoin tmen t of
Managing Director
106. A Managing Director shall , subject t o the terms of an y
agreement en tered in to in any par ticular case, r eceive such
remunerat ion , whether by wa y of sa lary or commission , or
part icipat ion in profi ts or otherwise or by an y or a l l of these
modes but shal l not include a commission on or percen tage of
turnover .
Remunerat ion of
Managing Director
107. A Managing Director shall be subject to the same provisi ons as
to r esignat ion and removal as the other Director s, and shal l be
subject to r et i r emen t by rota t ion , and shal l be taken in to accoun t
in determining the rota t ion or r et ir emen t of Director s or in
fixing the number of Director s to r et i r e and he shal l be subject to provisi ons of any con tract bet ween him and the Company, and
i f ceases to hold the off i ce of Direct or from any cause, he shal l
ipso fact o and immediatel y cease t o be a Managing Director .
Resignat ion and
removal of Managing
Director
108. The Board may en trust to and confer upon a Managing Director
any of the powers exercisabl e by the Board upon such terms and
condi t ions and with such rest r ict ions as the Boa rd may th ink fi t ,
and ei ther col la tera lly wi th or to the exclusi on of the Board’s
own powers, and may from t ime to time revoke, wi thdraw, a l ter
or vary a l l or any of those powers. Th e Managing Director or a
per son holding an equivalen t posi t ion shal l be subject to the con trol of the Board.
Power of Managing
Director
POWER AND DUTIES OF DIRECTORS
109. The business and affa i r s of the Company shal l be managed by or
under the dir ect ion of the Director s. The Director s shal l have a l l
powers necessar y for managing, dir ect ing and supervising the
management of the business and affa i r s of the Company and ma y
pa y a l l expenses incurred in forming and registering the
Company and may exercise a l l such powers of the Company as
are not by the Act or by this Const itut ion r equired to be exercised by the Company in general meet ing, subject
never theless t o th is Const i tution , to the provis ions of the Act ,
and to such regulat ions, being not inconsisten t wi th th is
Const i tut ion or such provisi ons, as may be prescr ibed by
General power of
Director s to manage
Company’s business
3 2
Ordinary Resolut ion of the Company in general meet ing, but no
r egulat ion made by the Company in general meet ing shal l
inval idate any pr ior act of the Director s which would have been
val id i f the r egulat ion had not been made.
110. The Director s may from t ime to time by power of a t torney
appoin t any corporat ion , fi rm, or per son or body of per sons,
whether nominated dir ect l y or indirect l y by the Director s, to be
the a t torney or at torneys of the Company for such purposes and
with such powers, authori t ies, and discret ions (not exceeding
those vested in or exercisa ble by the Director s under these
r egulat ions) and for such per iod and subject t o such condi t ions
as they may th ink fi t , and any such powers of a t torney ma y
con tain such provisi ons for the protect i on and conven ience of
per sons deal ing with any such a t torney as the Director s may
think fi t and may also author ise any such a t torney t o del egate a l l
or any of the powers, author i t ies and discret ions vested in h im.
Appoin tmen t of
a t torneys
111. Subject to the provisi ons of the Act and the List ing
Requiremen ts, the Director s shal l not acquire or dispose of an
undertaking or proper ty of a substan t ial value or dispose of a
substan t ia l por t ion of the Company’s under taking or proper t y
without the approval of the Company in a meet ing of Mem bers.
Sale or disposal of
undertaking
112. The Company exercise the powers of the Company confer red by
the Act in r ela t ion to any offi cia l seal for use abroad, and such
powers shall be vest ed in the Director s.
Power to use officia l
seal
113. (a) The Board may exercise a l l the powers of the Company to
bor row m oney and to mor tgage or charge any of the
Company’s or subsidiar ies’ under taking, proper ty and
uncal led capi ta l as the case may be, or any par t thereof,
and to issue deben tures and other secur i t ies whether
outr ight or as secur i ty for any debt , liabi l i ty or obl igat ion
of the Company, or i t s subsidiar ies.
Director s’ bor rowing
powers
(b) The Board shall not bor row an y m oney or mor tgage or
charge any of the Company’s or the subsidiar ies’
undertaking, proper ty or any uncal led capi ta l , or to issue
deben tures or other secur i t ies whether outr igh t or as secur i ty for any debt , l iabi l i ty or obl igat ion of an
unrela ted th ird par ty.
Secur i ty for debt ,
l iabi l i ty or obl igat ions
of un related th ird
party
114. Al l cheques, promissor y notes, draft , bi l ls of exchange and other
negot iable inst ruments and al l r eceipts for money paid to the
Company shal l be signed, drawn, accepted, endorsed or
otherwise execut ed, as the case ma y be, in such manner as the
Director s from t ime to t ime by resolut ion determine.
Sign ing of cheque and
bi l ls
DISQ UALIFICATION OF DIRECTORS
115. Subject as herein otherwise provided and to the terms of any
subsist ing agreement , the offi ce of a Director shal l be vacated i f
he:
Offi ce of Direct or
deem ed vacated
(a) r esigns in accordance with Sect ion 208(2) of the Act ;
(b) has r et ir ed in accordance with the Act or th is Const i tut ion
but is not r e-elected;
(c) i s r emoved from office in accordance with the Act or this
Const i tut ion ;
(d) becom es disqual i fi ed from being a dir ector under Sect i on
198 or 199 of the Act ;
3 3
(e) becom es of unsound mind or a per son whose per son or
esta te is l iable to be deal t wi th in any wa y under the
Mental Heal th Act 2001;
( f) dies; or
(g) is absen t from more than fi ft y per cen t (50%) of the tota l
Board meet ings held during a financial year ; or
(h ) has been convi cted in r ela tion to the offences as fol l ows:
( i ) by a cour t of law, whether wi th in Malaysia or
elsewhere, in connect ion with the promotion ,
format ion or management of a corporat ion;
( i i ) by a cour t of law, whether wi th in Malaysia or
elsewhere, invol ving fraud or dishonest y or where the convict ion invol ved a finding that he acted
fr audulen t ly or dishonest y; or
( i i i ) by a cour t of law, under the secur i t ies laws of the
corporat ions laws of the Company’s place of
incorporat ion;
wi th in a per iod of fi ve (5) year s from the date of
convict i on or i f sen tenced o impr isonment, from the date
of r elease from pr ison , as the case may be.
ELECTION OF DIRECTORS
116. An elect i on of Director s shal l take place each year . At each
Annual General Meet ing of the Company, one-t h ird (1/3) of the
Director s for the time being, or , i f their number is not three (3)
or a mul tiple three (3) , then the number nearest to one -th ird
(1/3) shal l r et i r e from offi ce provided a lwa ys that a l l the
Director s shal l r et i r e from offi ce once a t least in each three (3)
year s but shal l be el igible for r e -elect ion .
Rotat ion and
ret ir emen t of
Director s
117. The Director s to r et i r e in each year shal l be those who have been
longest in office since their last elect i on , but as bet ween per sons who became Direct or s on the same day those to r et ir e shal l
(un less they otherwise agree among themselves) be determined
by lot .
Select i on of Direct or s
to r et i r e
118. The Company at the meet ing a t wh ich a Director so r et ir es may
fi l l the vacated offi ce by elect ing a per son thereto. Un less a t
that meet ing it i s expressl y r esolved not to fi l l the vacated offi ce
or that the number of Direct or s shal l be r educed accordingly or a
r esolut ion for the r e-elect i on of the Director r et i r ing a t that
meet ing is put to the meet ing and lost or some other per son is
elected a Director in place of the r et ir ing Director , the r et ir ing Director shal l , i f offer ing h imself for r e -elect ion and not being
disqual i fied under the Act fr om holding o ffice as a Director , be
deem ed to have been re-elected. A ret ir ing Director shal l be
deem ed to have offered h imself for r e -elect ion unless he has
communicated to the Company that he is unwil l ing to be r e -
elected.
Ret i r ing Direct or
deem ed to be r e-
appoin ted
119. (a) No per son not being a r et ir ing Director shal l be el igibl e
for elect ion to the office of Direct or a t any general
meet ing un less a Member in tending to propose h im has, a t
least eleven (11) clear days before the meet ing, left a t the Offi ce of the Company a not ice in wr it ing duly signed by
the nominee, giving his consen t to the nominat ion and
sign ifying h is candidature for the offi ce, or the in ten t ion
of such Mem ber to propose h im for elect i on ; provided that
Not ice of candidate as
a Director
3 4
in the case of a per son recommended by the Director s for
elect ion , n ine (9) clear days’ not ice on ly shal l be
necessary, and not ice of each and ever y candidature for
elect ion to the Board shall be served on the r egistered
holder s of shares a t least seven (7) days pr ior to the meet ing at wh ich the elect ion is to take place.
(b) The cost of sending the not ice as r equired in th is Clause to
the Members, where the nominat ion is made by a Member
or Members, shal l be borne by the Mem ber or Members
making the nominat ion .
120. The Company ma y by Ordinary Resolut ion of which specia l
not ice has been given in accordance with Sect ion 206 of the Act ,
r emove any Direct or before the expira tion of h is per iod of
office, and may, i f thought fi t , by Ordinary Resolut i on appoin t
another per son in h is stead. The per son so appoin ted shal l be subject t o r et i r ement by rota t ion a t the same t ime as i f he had
becom e a Director in whose place he is appoin ted was last
elected a Director . In defaul t of such appoin tmen t , the vacancy
so ar ising may be fi l led by the Director s as a casual vacancy.
Removal of Direct or s
PROCEEDINGS OF DIRECTORS
121. The Th ird Schedule of the Act does not appl y to the Compan y
except those expressl y sta ted in th is Consti tut ion.
Third Schedule
excluded
122. The Director s ma y meet together for the despatch of business, adjourn and otherwise r egulate their meet ings as they th ink fi t
and may determine the quorum necessar y for the t r ansact ion of
business. The Board may at any t ime, and the Secretary, on the
r equisi t ion of a Director , shal l summon a meet ing of the
Director s. Un less otherwise det ermined by the Director s, a t least
seven (7) days’ not ice speci fying the place, date and hour of the
meeting and the business to be discussed thereat shall be given
to a l l Director s. Such not ices may be given via post , fasimile,
telephone, Electron ic Form or by any other form of Electron ic
Communicat ions un less otherwise determine by the Board from
t ime to t ime. Any Direct or may wai ve not ice of any meet ing
ei ther prospect i vel y or r et rospect i vel y. The not ice of each meet ing of the Board shal l be deemed to be served on a Director ,
i f del ivered by post , on the day on which a proper ly stamped
let ter con tain ing the not ice is posted, i f sent by facsimile,
Electron ic Form or other form of Electron ic Communicat ions,
immediately upon del iver y. Quest i ons ar ising a t any meet ing
shal l be determined by a major i ty of votes. In case of an equali ty
of votes, the Chairman shal l have a second or cast ing vot e
except where two (2) Director s form a quorum, the Chairman of
a meet ing a t wh ich on ly such a quorum is presen t , or a t wh ich
on l y two (2) Direct or s are competen t to vot e on the quest ion a t
i ssue.
Not ice, proceedings of Board meet ing and
Chairman ’s cast ing
vote
123. Any i r r egular ity in the not ice of meet ing is wai ved i f a l l
Director s en t i tled to r ecei ve not ice of the meet ing a t tend the
meet ing without object i on to the irr egular i ty.
Irr egular i ty of not ice
of meet ing
124. Not withstanding any provisi ons to the con trary con tained in th is
Const i tut ion , any Director may par t icipate at a meet ing of
Director s by wa y of tel ephone and video conferencing or by
means of other communicat ion equipment whereby a l l per sons
part icipat ing in the meet ing are able to hear each other and be
heard for the en t ir e durat ion of the meet ing in which even t such Director shal l be deemed t o be physical l y presen t a t the meet ing
whether for the purposes of th is Consti tut ion or otherwise. A
Director par ti cipat ing in a meet ing in the manner aforesaid may
also be taken into accoun t in ascer ta ining a quorum at the
Par t icipat ion a t
Director s’ meet ing by
wa y of
teleconferencing
3 5
meeting. Any meet ing held in such manner shall be deemed to be
held a t such place as shal l be agreed upon by the Director s
a t tending the meet ing pr ovided that a t least one (1) of the
Director s presen t a t the meet ing was a t such place for the
durat ion of the meet ing. Al l in formation and documents must be made equal ly avai lable to a l l part icipan ts prior to or a t or during
the meet ing.
125. A resolut ion in wr it ing signed or approved by a major i ty of the
Director s for the t ime in Malaysia by l et ter , telefax, elect ron ic
mai l or any form of elect ron ic approval or elect ron ic signature
or digi tal signature via soft ware, elect ron ic devices or other
means of tel ecommunicat ion apparatus or devi ces, shall be val id
and effectual as i f i t had been passed a t a meet ing of the Board
dul y cal led and const i tuted, and an a lternate di r ector ( i f any)
may sign such resolut ion on behalf of h is appointor . A ny such
resolut ions may consist of several documents in l ike form, each signed by one (1) or more Director s.
Circular r esolut i on in
wr i t ing
126. The quorum necessar y for the tr ansact ion of the business of the
Director s, may be fixed by the Director s, and un less so fixed a t
any other number shal l be two (2) .
Quorum and vot ing
127. The r emain ing Director s may con t inue to act notwithstanding
any vacancy in their body, but , i f and so long as their number is
r educed below the min imum number fixed by or pur suan t to th is
Const i tut ion as the necessary quorum of Director s, the r emaining
Director s or Direct or may except in an emergency, con t inue to act on ly for the purpose of increasing the number of Direct or s to
such minimum number , or to summoning a General Meet ing of
the Company but for no other purpose.
Number of Direct or s
below min imum
128. The Director s may from t ime to t ime elect and remove a
Chairman and a Deput y Chairman amongst themselves and they
shal l determine the period for which they are to hold offi ce but
i f no Chairman is elected or i f a t any meet ing the Chairman or
the Deput y Chairman (i f any) is not presen t wi thin fi fteen (15)
minutes after the t ime appoin ted for holding the same, the
Director s presen t shal l choose one (1) of their number to be
Chairman of such meet ing.
Chairman
129. The Board may delegate any of i t s powers to commit tees
consist ing of such member or members of their body as the
Board th inks fi t . Any commit tee so formed shall in the exercise
of the powers del egated conform to any regulat ions that may be
imposed on i t by the Director s.
Power to appoin t
commit tees
130. Commit tees may meet and adjourn its meet ing as i t s members
think proper . Quest ions ar ising a t any meet ing shal l be
determined by a major i t y of votes of the members presen t .
Meet ings and proceedings of the Commit tee s shal l be governed by the provisi ons con t ained in th is Const itut ion for r egulat ing
the meet ings and proceedings of the Director s so far as the same
are appl icable thereto.
Any mem ber of a Commit tee ma y par t icipate a t a commit tee
meet ing by wa y of telephone and video conferencing or by
means of other communicat ion equipment whereby a l l per sons
part icipat ing in the meet ing are able to hear each other and be
heard for the en t ir e durat ion of the meet ing in which even t such
member shal l be deem ed to be physical l y presen t at the meet ing .
A member par t icipat ing in a meet ing in the manner aforesaid may also be taken into accoun t in ascer ta ining the presence of a
quorum at the meet ing . Any meet ing held in such manner shall
be deemed t o be held a t such place as shal l be agreed upon by
the members a t tending the meet ing provided that a t least one (1)
Commit tee meet ings
and par ticipat ion by
wa y of
teleconferencing
3 6
of the members presen t a t the meet ing was a t such place for the
durat ion of the meet ing. Al l in formation and documents must be
made equal ly avai lable to a l l part icipan ts prior to or a t or during
the meet ing.
131. A Commit tee may el ect a Chairman of i t s meet ing. If no such
Chairman is elected or i f a t any meet ing the Chairman is not
presen t wi thin fi fteen (15) minutes after the t ime appoin ted for
holding the same, the members of the Committee presen t ma y
choose one (1) of their number to be Chairman of the meet ing.
Commit tee Chairman
132. Al l acts bona fide done a t any meet ing of the Director s, or of a
Commit tee of Director s, or by any per son act ing as a Director ,
shal l notwithstanding that i t i s afterwards discovered that there
was some defect in the appointment of any Director or per son
act ing as aforesaid, or that they or any of them were
disqual i fied, be as val id as i f ever y such per son had been dul y appoin ted and was qual i fied to be a Director .
Director s’ act to be
val id
MINUTES
133. The Director s shal l cause minutes dul y en tered in books
provided for the purpose:
Minutes
(a) of a l l appointment of officer s;
(b) of a l l the names of the Direct or s presen t a t each meet ing
of the Director s and of any Commit tee of Direct or s;
(c) of a l l r esolut ions and proceedings of general meet ings and
of meet ings of the Director s and Commit tee of Director s;
(d) of a l l order s made by the Direct or s and Committee of
Director s.
134. Such minutes shal l be signed by the Chairman of the meet ing a t
wh ich the proceedings were held or by the Chairman of the next
succeeding meet ing and the same shal l be conclusi ve evidence
without any fur ther proof of the facts therein .
Conclusive evidence
of mat ter s stated in
minutes
SEAL
135. The Company ma y have a Secur i t ies Seal pur suan t to Sect ion 63
of the Act . The Secur i t ies Seal is an exact copy of the Seal of
the Company with the addi tion on i ts face of the word
“Secur i t ies” which is speci fical l y used for affixing on to
cer t i fica tes that may be issued by the Company for any share,
stock, loan stock, deben tures or other marketable secur i ty
r ela t ing to a l l aforesaid created or issued or deal t wi th or
marketed or sold by the Compan y and the affixing of the
Secur i t ies Seal shall be authent icated in the manner set out in Clause 136 hereof.
Share seal
136. The Director s shal l provide for the safe cust ody of the Seal and
Secur i t ies Seal of the Company which shal l only be used by the
author i ty of the Director s or of a Commit tee of the Director s
author ised by the Director s in that behalf, and ever y instrument
to which the Seal and Secur i t ies Seal of the Company shal l be
affixed shal l be signed by a Direct or and shal l be coun ter -signed
by the Secretary or by another Direct or or by some other per son
appoin ted by the Director s for that purpose but so that the
Director s may by resolut ion determine, ei ther general ly or in an y part icular case, that any such signature may be affixed by some
mechanical , facsimile, autograph ic, elect ron ic and/or other
means to be speci fied in such resolut ion , provi ded that the use
of such means is by such resolut i on r est r icted to a cer t i fica te or
Author i ty for use of
Seal
3 7
other document of t i t le in r espect of any share, stock, deben ture
or other marketable secur i ty created or issued by the Company to
be given under the Seal and Secur i t ies Seal of the Company.
SECRETARY
137. (a) The Secretary and Assistan t Secretary shal l in accordance
with the Act be appoin ted by the Director s for such term,
a t such remunerat ion, and upon such condi t ions as they
may th ink fi t ; and any Secretary and Assistant Secretar y
so appoin ted may be r emoved by them. The Direct or s may
from t ime to t ime by resolut ion appoin t a temporary
subst i tute for the Secretary wh o shal l be deemed to be the
Secretary dur ing the term of h is appoin tmen t.
Appoin tmen t and
resignat ion of
secretary
(b) The Secretary and Assistan t Secretary ma y resign from
office by gi ving a not ice to the Board.
DIVIDENDS AND RESERVES
138. (a) Subject to the Act , the Company may make a dist r ibut ion
to i t s Members out of profi ts a vai lable of the Company
provided that the Company is solven t .
Dividend pa yabl e on l y
i f Compan y sol ven t
(b) Before a dist r ibut ion is made by the Company to any
Member , such dist r ibut ion must be author ised by the
Director s. The Director s may author ise a dist r ibut ion a t
such t ime and in such amount as they consider appropr ia te, i f they are sa t isfied that the Company wil l be sol ven t
immediately aft er the distr ibut ion is made.
(c) If aft er a distr ibut ion is author ised and before i t i s made,
the Director s cease to be sa t isfi ed on reasonable grounds
that the Company wil l be sol ven t immediately after the
dist r ibut ion is made, the Director s shall take a l l necessar y
steps to preven t the dist r ibut ion from being mad e.
139. Un less otherwise permitted by the List ing Requirements or a
wai ver in wr it ing is obta ined from the Exchange, once a
dividend has been declared, no subsequen t al tera tion to the dividend and ent i t lement may be made. Al l dividends are to be
paid not la ter than three (3) months from the date of
author isa t ion.
No al tera t ion to
dividend
140. Subject to the r igh ts of per son , i f any, en t i tled to shares wi th
specia l r igh ts as to dividend, a l l dividends shal l be declared and
paid according to the amounts paid or credi ted as paid on the
shares in r espect whereof the dividend is paid, but no amount
paid or credi ted as paid on a share in advance of cal ls shal l be
t r eated for the purposes of th is Const i tut ion as paid on the share.
Al l dividends sha l l be appor t ioned and paid propor t ionately t o the amounts paid or credi ted as paid on the shares during any
por t ion or por t ions of the per iod in r espect of wh ich the
dividend is paid; but i f any share is i ssued on terms providing
that i t shall r ank for dividend as from a par t icular date that share
shal l r ank for dividend accordingly.
Appor t ionment of
dividends
141. The Director s ma y, before r ecommending any di vidend, set
aside, out of the profi ts of the Compan y, such sums as they th ink
proper as r eserves, wh ich shal l, a t the discret ion of the
Director s, be appl icabl e for meet ing con t ingencies or for the
gradual l iquidat ion of an y debt or l iabi l i ty of the Company, or shal l, wi th the sanct ion of the Company in General Meet ing be,
as to the whol e or in par t appl icable for equal ising dividends, or
for dist r ibut ion by wa y of bonus among the Members for the
t ime being on such terms and in such manner as the Company in
Creat ion of r eserve
fund and distr ibut ion
of bonus
3 8
General Meet ing shall from t ime to t ime determine, and pending
such applicat ion , the Director s may employ the sums from t ime
to t ime so set apart as aforesaid in the business of the Company,
or invest the same in such secur i t ies as they ma y select wi th ful l
power to employ the assets const i tut ing the r eserve fund in the business of the Company, and without being bound to keep them
separate from the other assets. The Director s may also from t ime
to t ime carry such sums as may be deem ed expedien t in the
interests of the Company.
142. (a) Any general meet ing declar ing a dividend may, by
r esolut ion , dir ect payment of the dividend whol ly or par tl y
by the distr ibut ion of speci fi c assets, including paid up
shares, or deben tures of, any other corporat ion , and the
Director s shal l give effect to such a r esolut ion .
Dividend pa yment in
specie
(b) Where any diffi cul t y ar ises in r egard to such dist r ibut ion , the Director s may set t le i t as they th ink expedien t and fix
the value for dist r ibut ion of such specifi c assets or any
part thereof and may det ermine that cash paym ents shall
be made to an y Members upon the foot ing of the value so
fixed in order to adjust the r igh ts of a l l par ties and may
vest any such specifi c assets in trustees as may seem
expedi en t to the Director s.
143. Subject t o the List ing Requiremen ts, the Act , the Cen tra l
Deposi t or ies Act and the Rules, the Director s may reta in any
dividends on which the Company has a l ien , and may appl y the same in or towards sa t isfa ct ion of the debt s , l iabi l i ties, or
engagements in r espect of wh ich the l ien exists.
Reten t ion of dividends
on shares subject to
l ien
144. (a) Any di vidend, interest or other money pa ya ble in cash in
r espect of shares may be paid by cheque or warrant sent
through ordinary post di r ected t o the r egistered address of
the Member or paid via elect ron ic transfer of r emit tance to
the accoun t provided by the Mem ber who is named on the
Register of Mem bers and/or Record of Deposi tor s or to
such per son and to such address as the Member may in
wr i t ing dir ect .
Pa yment by cheque or
war rant or elect ron ic
t ransfer
(b) Ever y such cheque or warran t or elect ron ic tr ansfer of
r emittance shal l be made pa ya ble t o the order of the
per son to whom i t i s sen t and the payment of any such
cheque or war ran t or elect ron ic tr ansfer of r emittance
shal l operate as a good discharge to the Company in
r espect of the divi dend, in terest or other money pa ya bl e
r epresen ted thereby, not withstanding that may
subsequen t l y appear that the cheque or war ran t has been
stol en or that the endorsement thereon has been forged.
Ever y such cheque or warran t or elect ron ic tr ansfer of
r emittance shal l be sen t a t the r isk of the per son en t i tled to the money thereby represen ted.
145. The Company shal l not be r esponsibl e for the loss of any cheque
draft , dividend, warran t, or post offi ce order which shal l be sen t
by post dul y addressed t o the Member for whom i t i s intended.
Company not
r esponsibl e for loss in
post
146. Not withstanding anyth ing con tained in these Ar t icles, a
Deposi t or ’s en t i tlemen t to dividends, r igh ts issues, bonus issues
or any other r ights or opt ions in the Company by vir tue of an y
Deposi ted Secur i t ies standing to the credi t of h is Secur i t ies
Accoun t shal l be subject t o the Act , the Cen tral Deposi t or ies Act and the Rules.
Righ t to dividend in
r espect of Deposi ted
Secur i t ies credi ted in
a Secur i t ies Accoun t
147. The Director s may establ ish , main ta in and give effect to the
Dividend Reinvestmen t Scheme approved by t he Company in
Dividend reinvestmen t
3 9
general meet ing and the Member has an opt ion to r einvest cash
dividend dist r ibuted by the Company in to such scheme.
148. Al l dividends uncla imed for one (1) year after being declared
may be invest ed or otherwise made use of by t he Director s for the benefi t of the Company un t i l claimed or paid by the
Company in accordance with the Unclaimed Moneys Act 1965.
Unclaimed dividends
CAPITALISATION OF PROFITS
149. The Director s ma y with the authori ty of an Ordinary Resolut i on
of the Company in meet ing of Mem bers:
Power to capi ta l ise
(a) r esol ve t o capi ta l ise any part of the amount for the t ime
being standing to the credi t of any of the Company’s
r eserve accoun ts or to the credi t of the profi t and loss
accoun t or otherwise a vai lable for dist r ibut ion ;
(b) appropria te such sum so r esolved to be capi ta l ised, for
dist r ibut ion amongst the Members who would have been
en t i t led thereto i f distr ibuted by wa y of dividend and in
the same propor t ions on condi t ion that the same be not
paid in cash but be appl ied ei ther in or towards pa ying up
any amounts for the t ime being unpaid on any shares held
by such Members r espect ivel y or paying up in ful l
un issued shares or deben tures of the Company to be
a l lot ted and distr ibuted credi ted as ful l y paid up to and
amongst such Members in the propor t ion aforesaid, or part ly in the one wa y and part ly in the other , or to provide
considerat ion for the purchase of the Company’s own
shares; and
(c) a l lot the shares, deben tures or other obl igat ions credi ted
as ful l y paid to those Members in the propor t ions
aforesaid and make such provisi ons as they th ink fi t for
any fr act ional ent i t lements.
150. Whenever such a r esolut i on as aforesaid is passed, the Director s
shal l make a l l appropria tions and appl icat ions of the undivided
profi ts r esol ved to be capi ta l ised thereby, and a ll al lotmen ts and issues of ful l y paid shares or deben tures, i f any, and general ly
shal l do a l l acts and th ings r equired to give effect thereto, wi th
ful l power to the Director s to make such provis ion by the issue
of fr act ional cer t i fica tes or by pa ym ent in c ash or otherwise as
they th ink fi t for the case of shares or deben tures becoming
dist r ibutable in fr act ions, and also to author ise any per son to
en ter on behalf of a l l the members en t i t led thereto in to an
agreement wi th the Company providing for the al lotm en t to them
respect i vel y, credi ted a s ful l y paid up, of any fur ther shares or
deben tures to which they ma y be en t i t led upon such
capi ta l isa tion , or (as the case ma y require) for the pa yment up by the Company on their behalf, by the appl icat ion thereto o f
their r espect i ve propor t ions of the profi ts r esol ved t o be
capi ta l ised of the amounts or any par t r emain ing unpaid on their
exist ing shares, and any agreement made under such author it y
shal l be effect i ve and binding on al l such Members.
Power of appl icat ion s
of undivided profi ts
ACCOUNTS TO BE KEPT AND FINANCIAL STATEMENTS
151. The Director s shal l cause to be kept the accoun ting and other
r ecords to su ffici en t ly explain the t r ansact ions and financia l
posi t i on of the Company, including i ts subsidiaries and enable a t rue and fa i r profi t and loss accoun ts and balance sheet and any
documents r equired to be a t tached thereto be prepared in
accordance with the Act and the law.
Accoun ts to be kept
4 0
152. The books of accoun t shal l be kept a t the Office or a t such other
place with in Malaysia as the Director s shal l think fi t , and shall
a t a l l t imes, be open to inspect ion by the Direct or s. No Mem ber
(other than a Director ) shal l have any r igh t of in spect ing a ny
book or document or accoun t of the Company except as confer red by the Act or author ised by the Director s.
Inspect ion of accoun ts
153. (a) The Director s shal l cause t o be prepared, sen t to ever y
Member and la id before the Company in i ts annual general
meeting such financial statemen t and director s’ r epor t as
are r equired under the Act . The in terval between the close
of a financia l year of the Company and the issue of the
audi ted financial statemen ts, the Director s’ and audi tor s’
r epor ts shal l not exceed four (4) months.
Presen ta t ion and
copies of financia l
sta temen ts to members
(b) A paper copy or Electron ic Form (including but not
l imited to Compact Disc Read -Onl y Mem or y (CD-ROM), Digi ta l Versati le Disc Read -Onl y Memor y (DVD-ROM),
elect ron ic mai l or publ icat ion on the websi t e or other
elect ron ic pla t form(s) of the Company) or any combination
thereof, or in any other format whatsoever (whether
avai lable now or in the future) through which images,
data , in formation or other mater ia ls may be viewed
whether elect ron ical ly or digi ta l ly or howsoever or in such
other form of elect ron ic media, as permit ted under the
laws, of the annual r epor t of the Company which shal l
compr ise the audi ted financia l sta tement and the
Director s’ an d Audi tor s’ r epor ts ( including ever y document r equired by law to be annexed thereto) which is
to be la id before the Company in meet ing of Members
shal l, a t least twen t y-one (21) da ys before the meet ing, be
del ivered or sen t by post to ever y Member and debe n ture
holder of the Company and to the Company’s Audi tor s and
to ever y per son who is ent i t led to r ecei ve not ices from the
Company under the provisi ons of the Act and th is
Const i tut ion . The requisi te number of copi es of each such
document as may be r equired by the Stock Exchange shall
a t the same t ime be l ikewise sen t to the Stock Exchange
provided that th is Clause shall not r equire a copy of these
documents to be sen t to any per son of whose a ddress the Company is not aware of but any Mem ber to whom a cop y
of these docum ents has not been sen t shal l be en t i t led to
r ecei ve a copy fr ee of charge on applicat ion a t the Office.
AUDIT
154. At least once in ever y year , the financial sta temen ts of the
Company shal l be audi ted by the audi tor s of the Company.
Audi t of financia l
sta temen ts
155. The Company at each Annual General Meet ing shal l appoin t
audi tor s to hold offi ce un t i l the next Annual General Meet ing and fix their r emunerat ion in accordance with the provisi ons of
the Act .
Appoin tmen t of
audi tor s
156. Ever y Balance Sheet and Profi t and Loss Accoun t when audi ted
and received by the general meet ing shal l be conclusi ve except
as r egards any er ror discovered therein with in three (3) months
after r eceipt thereof.
Audi ted accoun ts
conclusive
WINDING UP
157. (a) If the Compan y shal l be wound up and the asset s avai lable for distr ibut ion among the Members as such shal l be
insuffi cien t to r epay the whole of the paid -up capi ta l, such
assets shal l be dist r ibuted so that, as near as may be the
losses shal l be borne by t he Members in propor tion to the
Dist r ibut ion of assets upon winding up
4 1
capi ta l paid up, or wh ich ought to have been paid up, at
the commencement of the winding up, on the shares held
by them respect i vel y. And i f in a winding up the assets
avai lable for dist r ibut ion among the Members shal l be
more than suffici en t to r epa y the whole of t he capi ta l paid-up a t the commencement of the winding up, the
excess shal l be dist r ibuted among the Members in
propor t ion to the capi tal at the commencement of the
winding up or which ough t to have been paid -up on the
shares held by them respect i vel y. Sa ve that , th is Clause
shal l be without prejudice to the r igh t s of the holder s of
shares issued upon specia l terms and condi tions.
(b) On the volun tary l iquidat ion of the Company, no
commission or fee shal l be paid to a l iquidator unless i t
shal l have been approved by shareholder s. The amount of
such pa yment shal l be not i fied t o a l l shareholder s a t least seven (7) days pr ior to the meet ing a t wh ich it i s to be
considered.
Liquidator ’s
commission
158. I f the Company is wound up (whether the l iquidat ion is
volun tary, under supervision of by the Cour t) the l iquidator ma y
after the paym ent or sa tisfact i on of a l l l iabi l i t ies of the
Company including prefer red payments under the Act , wi th the
sanct ion of a specia l r esolut ion of the Company and any other
sanct ion required by the Act , divide among the Members in
specie of kind the whole or any par t of the assets of the
Company, and may, wi th the like sanct ion vest any par t of the assets in trustees upon such trusts for the bene fi t of the Members
or any of them as the l iquidator s wi th shal l th ink fi t .
Dist r ibut ion of assets
in specie
SECRECY
159. Save as may be expressl y provided by the Act , no Member shal l
be en t i t led to en ter into or upon or inspect any premises or
proper ty of the Company nor to r equire discover y of an y
in format ion in r espect of any deta i l of the Company’s t r ading or
any mat ter wh ich is or may be in the nature of a tr ade secret ,
m yster y of t r ade or secret process which may rela te to the
conduct of the business of the Company and which in opin ion of the Director s, would be inexpedien t in the interest of the
Company to communicate to the publ ic
Secrecy
AMENDMENT TO CONSTITUTION
160. The Const itut ion have been drafted in a manner to incorporate
the r equirements of the r elevan t govern ing sta tutes, r egulat ions
and guidel ines. Without prejudice to an y provisions in the Act or
under this Const itut ion perta ining to the amendments of the
Clauses, in the even t the applicable provis ions of any relevan t
governing sta tutes, r egulations and guidel ines are from t ime to t ime amended, modified or var ied, such amendments,
modifi cat ions or varia t ions shal l be deemed inser ted herein
whereupon th is Const i tut ion shal l be r ead and construed subj ect
to and in accordance with the amended, modified or var ied
sta tutes, r egulat ions and guidel ines.
Amendment to
Const i tut ion
INDEMNITY AND INSURANCE
161. Subject to the Act and applicable laws, ever y Direct or ,
Managing Director , Secretary, Audi tor s and other officer s (as
defined in the Act) for the t ime being of the Company shal l be indemnified out of assets of the Company against any l iabi l i t y
incurred by h im and the Company ma y effect insurance for such
per sons such l iabi l i ty.
Offi cer s and Auditor s
en t i t led to indemnity
and insurance
4 2
EFFECTS OF THE LISTING REQ UIREMENTS
162. (a) Not withstanding anyth ing con tained in this Const i tut ion ,
i f the List ing Requiremen ts prohibi t an act being done,
the act shal l not be done.
Effects of the List ing
Requiremen ts
(b) Noth ing con tained in th is Const itut ion preven ts an act
being done that the List ing Requiremen ts r equire to be
done.
(c) If the List ing Requiremen ts r equire an act to be done or
not to be done, author i ty is given for that act to be done or
not to be done (as the case ma y be).
(d) If the List ing Requiremen ts r equire th is Const i tut ion to
con tain a provi sion and it does not con tain such a
provisi on this Const i tut ion is deemed t o con tain that provisi on .
(e) If the List ing Requiremen ts r equire th is Const i tut ion not to
con tain a provisi on and they con tain such a provisi on , th is
Const i tut ion is deemed not to con tain that provis ion .
( f) If an y provisi on of th is Const i tution is or becomes
inconsisten t wi th the List ing Requiremen ts, th is
Const i tut ion is deemed not to con tain that provision to the
exten t of the inconsistency.
COMPLIANCE
163. Not withstanding th is Const i tution , the Company shal l compl y
with the Act , Cen tra l Deposi tor ies Act and the Rules in r espect
of a l l mat ter s where appl icable.
Compliance
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