Section
132C. Approval of company required for disposal by directors of company's
undertaking or property.
(1) Notwithstanding anything in a company's memorandum or articles, the
directors shall not carry into effect any proposal or execute any
transaction for -
(a)
the acquisition of an undertaking or property of a substantial value; or
(b) the disposal of a substantial portion of the
company's undertaking or property,
which would materially and adversely affect
the performance or financial position of the company, unless the proposal or
transaction has been approved by the company in general meeting.
[Subs. Act A657: s.9]
(2) The Court may, on the application of any
member of the company, restrain the directors from entering into a
transaction in contravention of subsection (1).
(3) A transaction entered into in contravention of subsection (1) shall, in
favour of any person dealing with the company for valuable consideration,
and without actual notice of the contravention, be as valid as if that
subsection has been complied with.
(4) This section shall not apply to proposals for disposing of the whole or
substantially the whole of the company's undertaking or property made by a
receiver and manager of any part of the undertaking or property of the
company appointed under a power contained in any instrument or a liquidator
of a company appointed in a voluntary winding up.
(5) Any director who contravenes the provision of this section shall be
guilty of an offence against this Act.
Penalty: Imprisonment for five years or thirty thousand ringgit or both.
[Ins. Act A616: s.30]
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