Section 13 — COMPANIES (AMENDMENT) ACT 2024

(2)

An order made under subsection (1) may provide for one or more of the following matters:

(a)

the manner of summoning and convening the meeting;

(b)

the classification of any creditor for the purpose of voting at the further meeting;

(c)

the amount of any creditor’s debt that is to be admitted for the purpose of voting at the further meeting;

(d)

the weight to be attached to the vote of any creditor at the further meeting.

(3)

A meeting held pursuant to an order of the Court made under subsection (1) shall be chaired by a person who is—

(a)

an insolvency practitioner appointed under subsection 367(3); or

(b)

a person elected by the majority in value of the creditors or class of creditors or members or class of members, if no insolvency practitioner has been appointed under subsection 367(3).

Filing, inspection and adjudication of proof of debt 369b. (1) Where the Court orders a meeting under subsection 366(1) to be summoned, the company shall state in every notice referred to in subsection 369(1) summoning the meeting—

(a)

the manner in which a creditor is to file a proof of debt with the company; and

(b)

the period within which the proof is to be filed.

(2)

If a creditor does not file the creditor’s proof of debt in the manner and within the period stated in the notice summoning the meeting, the creditor is not allowed to vote, whether in person or by proxy, at the meeting.

26

(3)

Notwithstanding subsection (2), the Court may, on an application made by the company or a creditor, grant an order extending the period stated in the notice summoning the meeting within which a proof of debt is to be filed.

(4)

Upon being granted an order under subsection (3), the company shall as soon as practicable, send a notice of the order to each creditor meant to be bound by the compromise or arrangement.

(5)

Every proof of debt filed under this section is to be adjudicated by the chairperson of the meeting held under subsection 366(1).

(6)

A creditor who has filed a proof of debt is entitled to inspect the whole or any part of a proof of debt filed by any other creditor, except a part of the other creditor’s proof that contains information that is subject to any obligation as to secrecy, or to any other restriction upon the disclosure of information, imposed by any written law, contract or rule of professional conduct, or by any person or authority under any written law.

(7)

The chairperson shall inform each creditor who has filed a proof of debt of the results of the adjudication of the proofs of debt filed by all creditors within such period and in such manner as may be determined by the Registrar.

(8)

A creditor who has filed a proof of debt may object to one or more of the following matters:

(a)

the rejection by the chairperson of the whole or any part of the creditor’s proof of debt;

(b)

the admission by the chairperson of the whole or any part of a proof of debt filed by another creditor;

(c)

a request by another creditor to inspect the whole or any part of the creditor’s proof of debt.

Companies (Amendment)

(9)

Any dispute between the chairperson and the company, between the chairperson and one or more creditors in relation to the rejection of a proof of debt, or between two or more creditors in relation to the inspection or admission of a proof of debt, may be adjudicated by an independent assessor appointed—

(a)

by the agreement of all parties to the dispute; or

(b)

if there is no such agreement, by the Court on the application of—

(i)

any party to the dispute; or

(ii)

the company, whether or not a party to the dispute.

(10)

The independent assessor appointed under subsection (9) shall be entitled to receive a renumeration which shall be determined—

(a)

by the agreement of all the parties to the dispute to be adjudicated by the independent assessor, where the independent assessor is appointed by the agreement of those parties; or

(b)

by the Court, where the independent assessor is appointed by the Court.

(11)

Where a creditor, the company or the chairperson disagrees with any decision of an independent assessor on an adjudication under subsection (9) in relation to the inspection, admission or rejection of a proof of debt, the creditor, company or chairperson, as the case may be, may file a notice of disagreement stating the reasons for the disagreement regarding that decision to the Court in the manner as determined by the Registrar not less than seven days before the hearing of the application under subsection 366(4).

28

(12)

The person filing the notice of disagreement shall send a copy of the notice filed under subsection (11) to—

(a)

the company, unless the notice is filed by the company;

and

(b)

any creditor who has filed a proof of debt with the company for the purpose of voting at the meeting held under subsection 366(1), upon the request of that creditor.

(13)

In deciding whether or not an approval shall be granted under subsection 366(4), the Court shall take into account any notice of disagreement filed under subsection (11).

Power of Court to approve compromise or arrangement without meeting of creditors 369c. (1) Where a compromise or arrangement is proposed between a company and its creditors or any class of those creditors, the Court may, on an application made by the company, grant an order approving the compromise or arrangement without any meeting of the creditors or class of creditors.

(2)

If the proposed compromise or arrangement is approved by order of the Court under subsection (1), the approved compromise or arrangement is binding on the company and the creditors or class of creditors meant to be bound by the approved compromise or arrangement.

(3)

The Court shall not approve a compromise or arrangement under subsection (1) unless—

(a)

the company has provided each creditor meant to be bound by the proposed compromise or arrangement with a statement that complies with subsection (6)

and contains the following information:

(i)

information concerning the company’s property, assets, business activities, financial condition and prospects;

Companies (Amendment)

(ii)

information on the manner in which the terms of the proposed compromise or arrangement will, if it takes effect, affect the rights of the creditor;

(iii)

such other information as is necessary to enable the creditor to make an informed decision on the proposed compromise or arrangement;

(b)

the company has published a notice of the application under subsection (1) in the manner as determined by the Registrar;

(c)

the company has sent a notice and a copy of the application under subsection (1) to each creditor meant to be bound by the proposed compromise or arrangement; and

(d)

the Court is satisfied that had a meeting of the creditors or class of creditors been summoned, the conditions in subsection 366(3) would have been satisfied.

(4)

Notwithstanding paragraph (3)(c), the company may, if directed by the Court, give notice of the application under subsection (1) to the creditors or class of creditors in such manner as the Court may direct.

(5)

The Court may grant its approval of a proposed compromise or arrangement subject to such alterations or conditions as the Court thinks just.

(6)

The statement referred to in paragraph (3)(a) shall—

(a)

explain the effect of the proposed compromise or arrangement and, in particular, state—

(i)

any material interests of the directors of the company, whether as directors or members or creditors of the company or otherwise;

and

30

(ii)

the effect that the proposed compromise or arrangement has on those interests, in so far as that effect is different from the effect that the proposed compromise or arrangement has on the like interests of other persons; and

(b)

where the proposed compromise or arrangement affects the rights of a debenture holder, contain the like explanation as required under paragraph (a)

with respect to a trustee for the debenture holder.

(7)

Each director of a company and each trustee for a debenture holder shall give notice to the company of such matters relating to the director or trustee for the debenture holder as may be necessary for the purposes of subsection (6)

within seven days after the director or trustee for the debenture holder receives a request in writing from the company for information as to those matters.

(8)

Any director of a company or trustee for a debenture holder who contravenes subsection (7) commits an offence and shall, on conviction, be liable to a fine not exceeding five thousand ringgit or to imprisonment for a term not exceeding twelve months or to both.

(9)

A person, being a director of a company or a trustee for a debenture holder, shall not be liable under subsection (8)

if the person shows that the person’s contravention of subsection (7) was due to the refusal of another director of the company or trustee for a debenture holder to provide the person with the particulars of the person’s material interests affected by the compromise or arrangement.

(10)

Unless the Court orders otherwise, an order made under subsection (1)—

(a)

has no effect until an office copy of the order is lodged with the Registrar; and

(b)

upon being so lodged, the order shall take effect on and from the date of lodgement or such earlier date as the Court may determine and as may be specified in the order.

Companies (Amendment)

(11)

Where the terms of any compromise or arrangement approved under this section provide for any money or other consideration to be held by or on behalf of any party to the compromise or arrangement in trust for any person, the person holding the money or other consideration shall after the expiration of two years but before the expiration of ten years, starting from the date the money or other consideration was received by the person, transfer the money or other consideration to the Official Receiver.

(12)

The Official Receiver shall—

(a)

deal with any moneys received under subsection (11)

as if the moneys were paid to the Official Receiver under section 508; and

(b)

sell or dispose of any other consideration received under subsection (11) in such manner as the

Official Receiver thinks fit, and deal with the proceeds of the sale or disposal as if those proceeds were moneys paid to the Official Receiver under section 508.

Power of Court to review act, omission or decision, etc., after approval, etc., of compromise or arrangement 369d. (1) The Court may, on an application of any company or creditor bound by a compromise or arrangement which has been approved by the Court under subsection 366(4) or subsection 369c(1), clarify any terms of the compromise or arrangement.

(2)

Where the Court is satisfied that the company has committed an act or omission, or made a decision, that results in a breach of any terms of the compromise or arrangement, the Court may, on an application of any creditor bound by the compromise or arrangement—

(a)

confirm, reverse or modify the act, omission or decision of the company; or

(b)

give such direction or make such order as the Court thinks fit to rectify the act, omission or decision of the company.

32

(3)

No clarification or order made, and no direction given, by the Court under subsection (1) or (2) may alter or affect any person’s rights under the terms of the compromise or arrangement.”.

Substitution of section 395