1
COMPANY PROFILE
PCA Corporate Services Sdn Bhd (Company No: 363774-X)
A-11-7, 11th
Floor, Megan Avenue 1 189, Jalan Tun Razak, 50400 Kuala Lumpur
Tel No: 03-2166 4833 / 03-2166 0277 Fax No: 03-2166 4832
2
Malaysia
Your Trusted Business Partner, helping you to FOCUS on your core business
At PCA, we provide one-stop solution for your compliance needs, helping you to focus on your business without having to track your day-to-day compliance calendar and avoid paying heavy penalty for non-compliance, especially Goods & Services Tax (GST) compliance. Established in 1995, PCA provide full range of corporate services to help businesses grow, comply and focus on its core business from Kuala Lumpur and now Labuan with strong team being led by experienced professional with prior experience in PwC, EY and TMF, locally and internationally.
Corporate Secretarial Services Incorporation of local entities Provision of named secretary, resident
directors, and shareholders Provision of corporate secretarial
services Provision of registered office address Agent services for foreign branch Maintain statutory books Submit statutory forms or other
documents required by all applicable laws and regulations
Opening of bank accounts Human Resource & Payroll Services
Initial payroll setup Employee handbook review Monthly payroll processing Monthly statutory deduction and
processing Year- end tax reporting for employee and
employer Leave administration Salary records administration
3
Malaysia
Accounting Services
Initial accounting setup Monthly bookkeeping in GST compliant
software Monthly financial and management
reporting Monthly consolidation reporting Disbursement services Credit management Pre-IPO preparation Other financial administration
Goods & Services Tax (GST) Services
GST Registration GST Impact study GST Advisory GST Training GST Preparation and Implementation GST Compliance Review GST Filing
Why PCA? We have an experienced team ready to serve all your local compliance needs. We speak your language, and we provide solution to all your compliance needs. By outsourcing all your compliance needs to us, you will:
Focus on your business Leverage our industry and
compliance knowledge Increase your shareholders value Save time in dealing with different
service providers Benefit from our support for your
growth strategy
Tax Compliance Services Tax registration CP204 & CP204A preparation and
submission CP207 filing and payment handling Withholding tax filing Annual corporate income tax filing Annual personal income tax filing
Legal Advisory Services
Advice on matters relating to debt capital market
Provide a unique style of integrated legal advice on complex commercial projects
Help to find right solution and to add value to the client’s business
4
Malaysia
SPV Administration Services Arrange directors and shareholders’
meetings Licensing application Section 44 (6) tax exemption application Handling of correspondences relating to
company’s business Renewal of company’s business
registration certificate
Transaction Administrator Receive and review servicer report Prepare and provide regular “waterfall”
payment and disbursement calculations Operate designated account Monitor collateral and reserve accounts Make authorized investments of the
transaction documents Notify Trustee of the payment before and
after the event of default
Contact us
Speak to our Malaysia team about
your compliance needs
Norhayaty Binti Che Noh
Company Secretary
T: +603 2166 4833 / 0277
F: +603 2166 4832
Other Services Through our affiliated company, we provide corporate and private trust services. For details, please click http://www.pacifictrustees.com/
5
Malaysia
BACKGROUND INFORMATION PCA was incorporated on 17 October 1995 under the Companies Act 1965 as a private company limited to: - 1. Engage in and provide management and consultancy services in accountancy, taxation
and company secretarial matters for all types of business including book-keeping, company formation, advisory services, information and statistical work, re-organisation, restructure and merger of businesses and training of staff to any one and perform any type of business formation, management and advisory services of whatever nature.
2. Act as Administrator including but not limited to Administrator for the Special Purpose
Vehicle (SPV) in respect of issuance of Private Debt Securities including Asset-Backed Securitisation and/or Managing Agent for any forms or companies to perform and discharge the duties to administer, control, supervise, organize all tasks in relation to the administration, management and any other tasks as may requisite from time to time.
PCA is managed by a team of qualified professionals with more than 20 years of relevant experience in Asset Backed Securitisation transaction. DETAILED SCOPE OF SERVICES 1. SECRETARIAL SERVICES
Compliance with the provision of the Companies Act, 1965 (“Act”) and other amendments thereto which include the following:
(i) The proper maintaining and updating of the requisite statutory registers, and
secretarial records of the Company as follows:
Register of members;
Register of directors, secretaries and managers;
Register of directors’ shareholdings and interests;
Register of charges;
Register of debenture holders (if any); and
Minutes book of general and directors’ meeting
6
Malaysia
(ii) To prepare and submit the statutory returns with the Companies Commission of Malaysia (“CCM”).
(iii) To prepare resolutions in accordance with the requirements of the Act. (iv) To provide qualified individuals to act as named secretary in compliance to
Section 139A of the Act. (v) To ensure, or procure safekeeping of the Company Seal of the Company and
arrange for the sealing of documents as authorised by the directors of the Company.
(vi) To attend to auditors in the annual statutory audit on the Company statutory
records in their preparation of the said documents. (vii) To provide the necessary information in particular in relation to the statutory
records of the Company as requested by the company’s tax agent for the completion of the tax return of the Company.
(viii) As directed by the Board of Directors or members at their respective meetings
from time to time. Such directions or instruction shall be in writing and where necessary be accompanied by such supporting documents and /or verified by the Director(s) concerned.
(ix) To draft all necessary notices, directors’ resolutions, minutes of directors’
meeting and shareholders’ meeting and relevant documents under the direction and instruction of the Board of Director.
(x) Attendance at the Annual General Meetings of the shareholders. (xi) Attendance at meeting of Directors and Extraordinary General Meetings of the
Company. (xii) To provide the registered address of the Company.
7
Malaysia
2. HUMAN RESOURCES & PAYROLL SERVICE
2.1 Monthly
(i) Maintaining employee salary records; (ii) Processing of salaries including overtime, allowances and deductions; (iii) Preparing and submitting monthly statutory contributions to Employees
Provident Fund (EPF), Social Security Organisation (SOCSO) and IRB; (iv) Preparing monthly payroll reports; (v) Issuing payslips; and (vi) Attending to employee enquiries on payroll matters.
2.2 Yearly
Preparing Form EA for employees and Form E for employer.
3. ACCOUNTING SERVICES
3.1 Preparation of monthly management accounts
(i) Assist to maintain monthly bookkeeping of the client based on approved payment vouchers, approved claim forms, bank statements, bank in slips, bank credit advice, bank debit advice and other accounting source information provided by the management;
(ii) Preparation of bank reconciliation; and (iii) Preparation and submission of the monthly accounts (Trial Balance,
Income Statement, Balance Sheet and Bank reconciliation) to local and head quarter for approval.
The compilation of the monthly accounts is based on the relevant records/documents, information and explanations supplied to us. The control, accuracy and completeness of the said data are therefore the responsibility of the management of the client entity.
The monthly accounts compiled by PCA Group are not audited and/or reviewed and, therefore, do not express PCA Group’s opinion on the accounts. PCA Group does not warrant or guarantee that there are no omissions, irregularities or defalcation by the Company. The Company further understands and accepts responsibility for the financial statements as its own in all respects including fairness of valuations, presentation and adequacy of disclosure.
8
Malaysia
3.2 Preparation of Monthly Reporting Package
Assist to prepare Monthly Reporting Package based on prescribed requirements from the Company.
3.3 Disbursement Services
(i) Based on approved claim form or payment vouchers supported by the
invoices, official receipts, PCA will validate the mathematical accuracy and validity of the claim form;
(ii) Based on the satisfactory results of the above procedures, communicate to the authorised signatories of the Company for the payment release; and
(iii) Upon receiving the approval, PCA will input the payment into the online banking system for the release of payment directly online by the internet banking approver to the respective vendors or employee bank accounts.
3.4 Year-end Work
(i) Assist to liaise with auditors for the purpose of audit and year-end filing;
and (ii) Preparation of annual statutory financial statements for auditors
review. 4. GOOD AND SERVICES TAX (“GST”) SERVICES
4.1 GST Registration
(i) Obtain statutory information and other relevant information from the Company;
(ii) Prepare and complete the GST application for Company’s approval; and (iii) Arrange to submit to the Custom Authority and follow up with the GST
registration number.
9
Malaysia
4.2 Preparation of GST Filing
(i) Obtain the GST report from client generated from the GST compliant computerised accounting system ;
(ii) Obtain the relevant information for input and output tax adjustment; and
(iii) Prepare and complete GST return and arrange for Company’s Director approval before submission and coordinate for the payment of net output tax to the Custom Authority.
5. TAX COMPLIANCE SERVICES
Annual Corporate Income Tax Filing Assistance
5.1 Corporate Tax Registration
(i) Obtain statutory information and other relevant information from the Company;
(ii) Prepare and complete the corporate tax registration; and (iii) Follow up with Tax Authority for the issuance of Corporate Tax
Registration number.
5.2 Corporate tax e-filing registration
(i) Arrange for the completion of CP55B and letter of authorisation for the signature by the local resident director, and a copy of the identification card of the Director; and
(ii) Arrange for the submission of CP55B and follow up with IRB for the issuance of e-Pin.
5.3 Preparation and submission of CP204 or CP204A Form to the Inland Revenue
Board (IRB)
(i) Obtain the profit estimate from the Company for the year; (ii) Prepare the draft tax computation and prepare CP204 or CP204A Form
for the approval and signature by the Company Director; and (iii) Arrange for the delivery and submission of the CP204 or CP204A Form
to the IRB.
10
Malaysia
5.4 Preparation of profit estimate for the completion of CP204 or CP204A Form
(i) Obtain the historical financial information, discuss with the management on individual financial information for the purpose of profit estimate; and
(ii) Prepare draft profit estimate and discuss and finalise the profit estimate for the Directors’ approval.
5.5 CP207 monthly tax payment handling
(i) Sending reminder email for the tax payment; (ii) Prepare Form CP207 together with the tax instalment to IRB; (iii) Payment of tax instalment at IRB counter; and (iv) Email acknowledgement copy and official receipt from IRB for the
Company’s record.
5.6 Annual Corporate Income Tax Filing Assistance
Preparation of corporate income tax computation and completion of corporate income tax filing forms, arrange for the filing to the tax authorities together with the tax payment in cheque/bankers cheque obtained from management.
6. LEGAL ADVISORY SERVICES
(i) Our legal advisory services under PCAlaw, a member of PCA, provides clients with legal advice on the matters relating to debt capital market including advisory on various type of asset-backed securitization and administration of SPV.
(ii) In addition, we provide clients with a unique style of integrated legal advice on
complex commercial projects requiring a range of complementary specialists. Our focus is to help the clients find the right solution and to add value to the Client’s business.
11
Malaysia
7. SPV ADMINISTRATION SERVICES
PCA carry on the day to day administration and supervision of the business, including without limitation the following:
(iii) To procure, co-ordinate, liaise and arrange with the Company Secretary of the
Company for all meetings of the Company and to procure the preparation of minutes of such meetings as and when required, and to provide facilities for holding such meeting.
(iv) To liaise with the tax agents of the Company for the timely completion and
submission of tax returns for the Company. (v) To liaise with the auditors of the Company for audit of annual statutory financial
statements of the Company. (vi) To deal with correspondence relating to the Company’s business as authorized
by the directors of the Company. (vii) As and when requested under the terms of any agreements to which the
Company is a party or when required under the Memorandum and Articles, all applicable laws, regulations, guidelines and directives, the delivery to any person entitled to it under such terms of such information or documents such as provided for under such agreements and in the possession of PCA or is reasonably obtainable by it.
(viii) To provide or procure the services of replacement of the two professional and
independent Directors of the Company in Malaysia or their replacement thereof.
(ix) To provide or procure the provision replacement of independent shareholder or
the replacement shareholder thereof. (x) Giving all the necessary notices to the respective party as provided under the
Trust Deed. (xi) If required by the Issuer, to deliver such documents, reports and information to
the directors of the Issuer or its professional advisers.
12
Malaysia
8. TRANSACTION ADMINISTRATOR
(i) Receive servicer reports indicating scheduled collections, actual collections, delinquencies, defaults, etc.
(ii) Review certain confirmation on the servicer reports and complete cash and
account reconciliation. (iii) Complete “waterfall” payment calculations of issuer such as calculations of
principal, interest, reserve account and other waterfall payments and disbursements prepared by the Lead Arranger as necessary.
(iv) Operate the Designated Accounts as sole signatory. (v) Make regular payments and disbursements per “waterfall” calculations, as
appropriate, to trustee, investors, servicers, back-up servicer, credit enhancers, other various fees and expenses recipients and disburse excess funds to the seller/originator and maintain records relating to such calculations, payments and disbursements as prepared by the Lead Arranger.
(vi) Prepare and provide regular reports indicating waterfall payments and
disbursements and any other information as required. (vii) Monitor the collateral, reserve accounts. (viii) Make authorized investments according to the terms of transaction documents. (ix) Notify the Trustee to enforce the priority of payment before and after the event
of default.
9. OFFSHORE SERVICES
Managing and protecting your international assets and business could be costly from tax compliance perspective. At PCA, we could assist you in the following:
(i) Labuan entities setting up and subsequent administration and compliance
- Labuan Trading Company - Labuan Investment Company - Labuan Foundation - Labuan Trust
(ii) Singapore entities setting up and subsequent administration and compliance
13
Malaysia
TRACK RECORDS PCA has acted in the asset-backed securitization exercise for the following companies: A. Corporate Administrator and Corporate Secretary
1. CBO One Berhad in respect of RM385.0 million nominal value Redeemable Secured Bonds Of Collaterisation of Bonds Obligation by CIMB Investment Bank Bhd
2. Auto ABS One Bhd in respect of RM 500.0 million nominal value Redeemable
Secured Bonds of hire purchase receivable by CIMB Bank Bhd. 3. Sovereign Capital Berhad in respect of RM 800.0 million nominal value Bonds
for purchase of 1st Silicon Sdn Bhd by the Sarawak State Government. 4. Aegis One Berhad in respect of RM1.0 billion Collaterisation of Loan Obligation
(CLO) by Affin Bank Bhd. 5. Special Port Vehicle Berhad in respect of RM1.31 billion nominal value Bonds
for Port Klang Authority (PKA). 6. Astute Assets Berhad in respect of RM650 Million bond issue by AmFinance
Berhad to Danamodal Berhad of loan receivable. 7. Tekad Mercu Berhad in respect of RM2,000,000,000 in Nominal Value
Redeemable Unsecured Bonds by Telekom Malaysia. 8. Rebung Utama Sdn. Bhd. in respect of RM1,987 & RM1,000 Non-Cumulative
Redeemable Preference Shares by Telekom Malaysia. 9. Domayne Asset Corporation Berhad in respect of RM132 Million in Nominal
Value Commercial Paper/Medium Term Notes by Diners Club. 10. Aragorn ABS Berhad in respect of RM115.0 Million in Nominal Value
Commercial Paper/Medium Term Notes of rental receivable for Capitaland Ltd, Singapore.
11. Menara ABS Berhad in respect of issuance of RM1.1 billion Islamic Asset-Backed
Sukuk Ijarah by Telekom Malaysia. 12. Landasan Ria Sdn Bhd in respect of issuance of RM545.0 Million Nominal Value
of Sukuk Musharakah by Boustead Holdings Berhad.
14
Malaysia
B. Accounting and Bookkeeping services
1. Sovereign Capital Berhad in respect of issuance of RM1.11 billion nominal value zero coupon redeemable secured bonds by the State Government of Sarawak.
2. Aegis One Berhad in respect of RM1.0 billion Asset-Backed Senior Secured Fixed
Rate Bonds and Asset-Backed Subordinated Secured Variable Rate Bonds by Affin Bank Berhad.
3. Astute Assets Berhad in respect of RM698.5 million nominal value redeemable
secured bonds. 4. Tekad Mercu Berhad in respect of RM2,000,000,000 in Nominal Value
Redeemable Unsecured Bonds by Telekom Malaysia. 5. Rebung Utama Sdn Bhd in respect of RM1,987 & RM1,000 Non-Cumulative
Redeemable Preference Shares by Telekom Malaysia. 6. Menara ABS Berhad in respect of issuance of RM1.1 billion Islamic Asset-Backed
Sukuk Ijarah by Telekom Malaysia.