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Airport and Aviation Services (Operating Company) Act 1991

REPRINT

Act 467

AIRPORT AND AVIATION

SERVICES (OPERATING

COMPANY) ACT 1991

Incorporating all amendments up to 1 January 2006 PUBLISHED BY

THE COMMISSIONER OF LAW REVISION, MALAYSIA

UNDER THE AUTHORITY OF THE REVISION OF LAWS ACT 1968 IN COLLABORATION WITH

PERCETAKAN NASIONAL MALAYSIA BHD

2006

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AIRPORT AND AVIATION SERVICES

(OPERATING COMPANY) ACT 1991

Date of Royal Assent ... ... ... ... ... 2 September 1991 Date of publication in the Gazette ... ... 12 September 1991 PREVIOUS REPRINT

First Reprint ... ... ... ... ... 2001

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LAWS OF MALAYSIA

Act 467

AIRPORT AND AVIATION SERVICES

(OPERATING COMPANY) ACT 1991

ARRANGEMENT OF SECTIONS

PART I

PRELIMINARY

Section

1. Short title and commencement

2. Interpretation PART II

VESTING OF PROPERTY, ETC., IN OPERATING COMPANY

3. Vesting provisions

4. Initial Government holding in the operating company

5. Government investment in securities of the operating company

6. Appointment of Government representatives on the board of the operating company

7. Financial structure of the operating company PART III

PROVISIONS RELATING TO STAFF

8. Staff 4 Laws of Malaysia ACT 467

5Airport and Aviation Services (Operating Company) LAWS OF MALAYSIA

Act 467

AIRPORT AND AVIATION SERVICES

(OPERATING COMPANY) ACT 1991

An Act to provide for the vesting of property, rights and liabilities of the Government of Malaysia relating to civil aviation in a company, to make financial arrangements for that company, to provide for matters relating to staff and for other matters connected therewith.

[1 November 1992, P.U. (B) 585/1992]

BE IT ENACTED by the Seri Paduka Baginda Yang di-Pertuan Agong with the advice and consent of the Dewan Negara and Dewan Rakyat in Parliament assembled, and by the authority of the same, as follows:

PART I

PRELIMINARY

Short title and commencement

1. (1) This Act may be cited as the Airport and Aviation Services (Operating Company) Act 1991.

(2) This Act shall come into force on such date as the Minister may, by notification in the Gazette, appoint.

Interpretation

2. In this Act, unless the context otherwise requires-- "Corporation" means the Minister of Finance incorporated by the Minister of Finance (Incorporation) Act 1957 [Act 375]; 6 Laws of Malaysia ACT 467

*"Federal Lands Commissioner" means the Federal Lands Commissioner appointed under the Federal Lands Commissioner Act 1957 [Act 349];

"liabilities" means liabilities, debts, charges, duties and obligations of every description (whether present or future, actual or contingent, and whether payable or to be observed or performed in Malaysia or elsewhere);

"Minister" means the Minister for the time being charged with the responsibility for civil aviation;

"operating company" means the company nominated and licensed under subsection 24A(1) of the Civil Aviation Act 1969 [Act 3]; "property" includes all property, movable or immovable, and all estates, interests, easements and rights, whether equitable or legal, in, to or out of property, choses-in-action, money and goodwill; and "vested" in relation to property includes rights to property which are future or contingent and rights in reversion and remainder; "rights" means all rights, powers, privileges and immunities, whether actual, contingent or prospective;

"vesting date" means the date on which property, rights and liabilities of the Government of Malaysia are transferred to and vested in the operating company as specified by the Minister from time to time in the order under subsection 3(1).

PART II

VESTING OF PROPERTY, ETC., IN OPERATING COMPANY

Vesting provisions

3. (1) Subject to this Act, the Minister may, from time to time, by order published in the Gazette, appoint a vesting date and on such date all property, rights or liabilities of the Government of Malaysia relating to civil aviation specified by the Minister in such order shall by virtue of this Act be transferred to and vested in the operating company without any conveyance, assignment or transfer whatever. *NOTE--The title of the office of the Federal Lands Commissioner is now known as the Director General of Land and Mines (Federal) as amended by P.U. (B) 324/1970. 7Airport and Aviation Services (Operating Company) (2) Every property vested by subsection (1) in the operating company shall be so vested in the company for the like title, estate or interest and on the like tenure as the same was vested or held immediately before the vesting date.

(3) Every chose-in-action vested by virtue of subsection (1) in the operating company may, after the vesting date, be sued on, recovered or enforced by the company in its own name and it shall not be necessary for the company or the Government of Malaysia to give notice to the person bound by the chose-in-action of the vesting effected by subsection (1).

(4) Every right and liability vested by subsection (1) in the operating company may, on and after the vesting date, be sued on, recovered or enforced by or against the company in its own name and it shall not be necessary for the company or the Government of Malaysia to give notice to the person whose right or liability is affected by the vesting under subsection (1).

(5) Any pending legal proceedings by or against the Government of Malaysia which relate to any property, right or liability transferred to and vested in the operating company by virtue of subsection (1) may on and after the vesting date be continued by or against the operating company.

(6) In the case of rights and liabilities arising under any loans which vest in the operating company on the vesting date, the company may enter into such arrangements or agreements over such rights and liabilities with the Government of Malaysia or any third party.

(7) Where by the operation of subsection (1), any property is transferred to and vested in the operating company, the provisions in Part Thirty of the National Land Code [Act 56 of 1965] shall, for the purpose of effecting the registration of such vesting, apply to the operating company as if it were a public authority. (8) On and after the vesting date, any agreement relating to any property, rights and liabilities transferred to and vested in the operating company under subsection (1) to which the Government of Malaysia was a party immediately before the vesting date, whether in writing or not, and whether or not of such a nature that rights and liabilities thereunder could be assigned by the Government of Malaysia, shall have effect as if the company had been a party to the agreement.

8 Laws of Malaysia ACT 467

Initial Government holding in the operating company

4. (1) As a consequence of the vesting in the operating company of the property, rights and liabilities under section 3, the company shall issue such securities of the company as the Minister of Finance may, after consultation with the Minister, from time to time direct to the Corporation.

(2) Securities required to be issued in pursuance of this section shall be issued or allotted at such times and on such terms, as to allotment, as the Minister of Finance may, after consultation with the Minister, direct.

(3) Shares issued in pursuance of this section--

(a) shall be of such nominal value as the Minister of Finance may direct; and

(b) shall be issued as fully paid and treated for the purposes of the Companies Act 1965 [Act 125] as if they had been paid up by virtue of the payment to the operating company of their nominal value.

(4) The Minister of Finance may, after consultation with the Minister, dispose of any securities issued or of any rights to securities initially allotted to the Corporation in pursuance of this section. (5) Any dividends or other sums received by the Corporation in right of, on the disposal of or otherwise in connection with any securities or rights acquired by virtue of this section shall be paid into the Consolidated Fund.

Government investment in securities of the operating company

5. (1) The Minister of Finance may, after consultation with the Minister, at any time, acquire--

(a) securities of the operating company or of any subsidiary of the operating company; or

(b) rights to subscribe for any such securities.

(2) The Minister of Finance may, after consultation with the Minister, dispose of any securities or rights acquired under this section.

9Airport and Aviation Services (Operating Company) (3) Any expenses incurred by the Corporation in consequence of the provisions of this section shall be treated as investments and be authorized under subparagraph 8(3)(a)(iv) of the Financial Procedure Act 1957 [Act 61].

(4) Any dividends or other sums received by the Corporation in right of, on the disposal of or otherwise in connection with any securities or rights acquired under this section shall be paid into the Consolidated Fund.

(5) Stamp duty shall not be chargeable--

(a) in respect of any increase in the authorized share capital of the operating company which--

(i) is effected at a time when the operating company was wholly owned by the Government; and

(ii) is certified by the Treasury as having been effected bytheissueofsharessubscribedforbytheCorporation

under paragraph (1)(a);

(b) on any instrument which is certified by the Treasury as having been made or effected in pursuance of section 4. Appointment of Government representatives on the board of the operating company

6. (1) The Minister of Finance may, from time to time, for so long as the Government of Malaysia holds not less than five per cent of theentireissuedsecuritiesintheoperatingcompany,afterconsultation with the Minister, nominate such number of persons as may be appropriate to be directors on the board of the company. (2) The operating company shall cause every person nominated by the Minister of Finance under subsection (1) to be appointed to the board of the company.

(3) Any person appointed to the board of the operating company under subsection (2) may, at any time, be removed by the Minister of Finance, after consultation with the Minister, by giving written notice to such person and the company.

10 Laws of Malaysia ACT 467

(4) For the purpose of determining the number of persons to be appointed as directors of the operating company under subsection (1), the Minister of Finance shall have regard to the total number of securities held by the Government of Malaysia and the total number of directors appointed or proposed to be appointed by the company to its board, at the time of such nomination.

(5) Nothing in this section shall be construed so as to affect any power, right or privilege which may be conferred on the Government of Malaysia by the constituent documents of the operating company. Financial structure of the operating company

7. (1) If the Minister of Finance, after consultation with the Minister, so directs at any time before the operating company ceases to be wholly owned by the Government of Malaysia, such sum, not exceeding the accumulated realized profits of the company, as may be specified in the direction shall be carried by the company to a reserve, which in this section is referred to as "the statutory reserve". (2) The statutory reserve may only be applied by the operating company in paying up unissued shares of the company to be allotted to members of the company as fully-paid bonus shares. (3) For the purposes of any statutory accounts of the operating company the value of any asset or right or the amount of any liability of the Government of Malaysia taken to have been vested in the company by virtue of section 3 in any particular year shall be taken to be the value or, as the case may be, the amount assigned to that asset, right or liability by the Government of Malaysia before the vesting date.

(4) References in this section to the statutory accounts of the operating company are references to any accounts prepared by the operatingcompanyforthepurposesofanyprovisionoftheCompanies Act 1965.

PART III

PROVISIONS RELATING TO STAFF

Staff

8. (1) The operating company shall accept into its employment on a date to be appointed by the Minister by notification in the Gazette 11Airport and Aviation Services (Operating Company) every person who immediately before that date is a member of the staff of the Department of Civil Aviation, Malaysia and who was given an option by the Government of Malaysia and has opted to serve as an employee of such company.

(2) The Government and the operating company may from time to time after the appointed date enter into any arrangement or agreement for any other member of the staff of the Department of Civil Aviation, Malaysia, to be given the option to serve as an employee of the operating company.

(3) Every such person who opts under subsections (1) and (2) to serve as an employee of the operating company shall be employed by such company on terms and conditions of service not less favourable than the terms and conditions of service to which he was entitled immediately before the appointed date.

12 Laws of Malaysia ACT 467

LAWS OF MALAYSIA

Act 467

AIRPORT AND AVIATION SERVICES

(OPERATING COMPANY) ACT 1991

LIST OF AMENDMENTS

Amending law Short title In force from

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13Airport and Aviation Services (Operating Company) LAWS OF MALAYSIA

Act 467

AIRPORT AND AVIATION SERVICES

(OPERATING COMPANY) ACT 1991

LIST OF SECTIONS AMENDED

Section Amending authority In force from

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DICETAK OLEH

PERCETAKAN NASIONAL MALAYSIA BERHAD,

KUALA LUMPUR

BAGI PIHAK DAN DENGAN PERINTAH KERAJAAN MALAYSIA