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National Land Rehabilitation and Consolidation Authority (Succession and Dissolution) Act 1997

REPRINT

Act 570

NATIONAL LAND

REHABILITATION AND

CONSOLIDATION AUTHORITY

(SUCCESSION AND DISSOLUTION)

ACT 1997

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

2

NATIONAL LAND REHABILITATION AND

CONSOLIDATION AUTHORITY (SUCCESSION

AND DISSOLUTION) ACT 1997

Date of Royal Assent ... ... ... ... ... 18 June 1997 Date of publication in the Gazette ... ... 30 June 1997 PREVIOUS REPRINT

First Reprint ... ... ... ... ... 2002

3

LAWS OF MALAYSIA

Act 570

NATIONAL LAND REHABILITATION AND

CONSOLIDATION AUTHORITY (SUCCESSION

AND DISSOLUTION) ACT 1997

ARRANGEMENT OF SECTIONS

PART I

PRELIMINARY

Section

1. Short title

2. Interpretation PART II

VESTING OF PROPERTY, ETC., IN SUCCESSOR COMPANY

3. Vesting

4. Initial Government holding in the successor company

5. Government investment in securities of the successor company

6. Exercise of the Minister of Finance's functions through nominees

7. Financial structure of the successor company PART III

PROVISIONS RELATING TO STAFF

8. Staff 4 Laws of Malaysia ACT 570

PART IV

DISSOLUTION AND REPEAL, CONTINUANCE

OF LAWS, ETC.

Section

9. Power of Minister to appoint date of dissolution

10. Continuance of laws, etc. PART V

GENERAL

11. Prevention of difficulties or anomalies 5National Land Rehabilitation and

Consolidation Authority (Succession and

Dissolution)LAWS OF MALAYSIA

Act 570

NATIONAL LAND REHABILITATION AND

CONSOLIDATION AUTHORITY (SUCCESSION

AND DISSOLUTION) ACT 1997

An Act to provide for the vesting of property, rights and liabilities of the Federal Land Consolidation and Rehabilitation Authority in a company; to make financial arrangements for that company; to provide for matters relating to the staff of the Authority; to dissolve the Authority and to repeal the National Land Rehabilitation and Consolidation Authority (Incorporation) Act 1966; and to provide for other matters connected therewith.

[1 September 1997, P.U. (B) 332/1997]

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

1. This Act may be cited as the National Land Rehabilitation and Consolidation Authority (Succession and Dissolution) Act 1997. Interpretation

2. In this Act, unless the context otherwise requires-- "Authority" means the Federal Land Consolidation and Rehabilitation Authority established under the National Land Rehabilitation and Consolidation Authority (Incorporation) Act 1966 [Act 398];

6 Laws of Malaysia ACT 570

"Corporation" means the Minister of Finance incorporated by the Minister of Finance (Incorporation) Act 1957 [Act 375]; "liabilities" means all kinds of 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 rural development;

"property" includes all property, movable or immovable, and all estates, interests, easements and rights, whether equitable or legal in, to or out of property, chose in action, money and goodwill; "rights" means all rights, powers, privileges and immunities, whether actual, contingent or prospective;

"successor company" means the company limited by shares incorporated under the Companies Act 1965 [Act 125], and named by the Minister in the order made under subsection 3(1), to which property, rights and liabilities of the Authority are transferred and vested under that subsection;

"vested", in relation to property, includes rights to property which are future or contingent and rights in reversion and remainder; "vesting date" means the date appointed by the Minister under subsection 3(1).

PART II

VESTING OF PROPERTY, ETC., IN SUCCESSOR COMPANY

Vesting

3. (1) The Minister may, by order published in the Gazette, appoint a vesting date and on that date all property, rights or liabilities of the Authority shall by virtue of this Act be transferred to and vested in a successor company without any conveyance, assignment or transfer.

7National Land Rehabilitation and

Consolidation Authority (Succession and

Dissolution)

(2) The Minister shall name the successor company in the order made under subsection (1).

(3) Every property vested by virtue of subsection (1) in the successor company shall be so vested in the company for the like title or interest as it was vested or held immediately before the vesting date.

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

(5) Every right and liability vested by virtue of subsection (1) in the successor company may, on and after the vesting date, be sued on, recovered or enforced by or against the successor company in its own name and it shall not be necessary for the successor company or the Authority to give notice to the person whose right or liability is affected by the vesting under subsection (1). (6) Any pending legal proceedings by or against the Authority which relate to any property, right or liability transferred to and vested in the successor company by virtue of subsection (1) may, on and after the vesting date, be continued by or against the successor company.

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

(8) On and after the vesting date, any deed, bond, agreement, instrument and working arrangements relating to any property, rights and liabilities transferred to and vested in the successor company under subsection (1) to which the Authority 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 Authority, shall have effect as if the company had been a party to the deed, bond, agreement, instrument and working arrangements.

8 Laws of Malaysia ACT 570

Initial Government holding in the successor company

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

(a) to the Corporation; or

(b) to any person entitled to the issue of the securities following their initial allotment to the Corporation.

(2) Securities required to be issued in pursuance of this section shall--

(a) be issued or allotted at such times and on such terms as the Minister of Finance may direct;

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

(c) be issued as fully paid and treated for the purposes of the Companies Act 1965 as if they had been paid up by virtue of the payment to the successor company of their nominal value.

(3) The Minister of Finance may dispose of any securities issued or of any rights to securities initially allotted to the Corporation in pursuance of this section.

(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 by virtue of this section shall be paid into the Consolidated Fund.

Government investment in securities of the successor company

5. (1) The Minister of Finance may, at any time, acquire-- (a) securities of the successor company or of any subsidiary of the successor company; or

(b) rights to subscribe for any such securities.

9National Land Rehabilitation and

Consolidation Authority (Succession and

Dissolution)

(2) The Minister of Finance may dispose of any securities or rights acquired under this section.

(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 in respect of any increase in the capital of the successor company which--

(a) is effected by the issue of shares allotted at a time when the successor company was wholly owned by the

Government; and

(b) is certified by the Treasury as having been effected by the issue of shares subscribed for by the Minister of Finance under paragraph (1)(b).

Exercise of the Minister of Finance's functions through nominees

6. (1) The Minister of Finance may appoint such persons as he thinks fit to act as his nominees for the purposes of section 4 or 5 and--

(a) securities of the successor company may be assigned under section 4 to any nominee of the Minister of Finance appointed for the purposes of that section or to any person entitled to the issue of the securities following their initial allotment to any such nominee; and

(b) any such nominee appointed for the purposes of section 5 may acquire securities or rights in accordance with that section.

(2) Any person holding any securities or rights as a nominee of the Minister of Finance by virtue of subsection (1) shall hold and deal with them on such terms and in such manner as the Minister of Finance may direct.

10 Laws of Malaysia ACT 570

Financial structure of the successor company

7. (1) If the Minister of Finance so directs, at any time before the successor company ceases to be wholly owned by the Government, such sum as may be specified in the direction but not exceeding the accumulated realized profits of the Authority, 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 successor 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 successor company--

(a) the vesting effected by virtue of section 3 shall be taken to have been a vesting of all property, rights and liabilities which the Authority was entitled and subject to immediately before the end of the last complete accounting year of the Authority, ending before the vesting date and to have been effected to the successor company on the vesting date; and

(b) the value of any asset or right or the amount of any liability of the Authority, taken to have been vested in the successor company by virtue of section 3 shall be taken to be the value or, as the case may be, the amount assigned to the asset, right or liability in the statement of accounts prepared by the Authority, in respect of the last complete accounting year of the Authority, ending before the vesting date.

(4) For the purposes of any statutory accounts of the successor company, the amount to be included in respect of any item shall be determined as if anything done by the Authority, whether by way of acquiring, revaluing or disposing of any asset or incurring, revaluing or discharging any liability, or by carrying any amount to any provision of reserve, or otherwise, had been done by the successor company.

11National Land Rehabilitation and

Consolidation Authority (Succession and

Dissolution)

(5) Without prejudice to the generality of subsection (4), the amount to be included from time to time in any reserve of the successor company as representing its accumulated realized profits shall be determined as if any profits realized and retained by the Authority had been realized and retained by the successor company. (6) References in this section to the statutory accounts of the successor company are references to any accounts prepared by the successor company for the purposes of any provision of the Companies Act 1965.

(7) For the purposes of this section, "complete accounting year" means an accounting year ending on 31 December or a period to be determined by the Minister of Finance.

PART III

PROVISIONS RELATING TO STAFF

Staff

8. (1) The successor company shall accept into its employment on the vesting date every person who immediately before that date is a member of the staff of the Authority and who was given an option by the Authority and has opted to serve as an employee of the successor company.

(2) Every person who opts under subsection (1) to serve as an employee of the successor company shall be employed by the successor 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 vesting date. PART IV

DISSOLUTION AND REPEAL, CONTINUANCE OF

LAWS, ETC.

Power of Minister to appoint date of dissolution

9. (1) The Minister may, by order published in the Gazette, appoint a date, hereinafter referred to as the "date of dissolution", for the dissolution of the Authority.

12 Laws of Malaysia ACT 570

(2) On the date of dissolution, the Authority shall stand dissolved and the National Land Rehabilitation and Consolidation Authority (Incorporation) Act 1966 (hereinafter referred to as the "Incorporation Act") shall be repealed.

Continuance of laws, etc.

10. (1) Subject to subsection (2), all written laws, including subsidiary legislation, affecting or for the protection of the Authority and in force immediately before the date of dissolution shall, until amended or revoked by the Minister, continue in force and be construed as if this Act had not been passed.

(2) Any references in any written law to the Authority shall, unless the context otherwise requires, be construed as a reference to the successor company and expressions importing such a reference shall be construed accordingly.

(3) Upon the dissolution of the Authority, all powers and duties of the Authority under subsection 6(1) of the Incorporation Act shall devolve on the successor company.

(4) For the purpose of subsection (3), any modifications specified in subsection 6(2) of the Incorporation Act shall apply to the successor company and any reference to the Authority in that subsection, unless the context otherwise requires, shall be construed as a reference to the successor company and expressions importing such a reference shall be construed accordingly.

PART V

GENERAL

Prevention of difficulties or anomalies

11. (1) If any difficulty or anomaly arises in connection with the implementation of this Act, the Minister may by order make such modifications to any provision of this Act as may appear to him to be necessary for removing or preventing such difficulty or anomaly:

Provided that the Minister shall not exercise the powers conferred by this section after the expiration of three years from the date of dissolution.

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Consolidation Authority (Succession and

Dissolution)

(2) In this section, "modifications" includes amendments, additions, deletions, substitutions, adaptations, variations, alterations and non-application of any provision of this Act. 14 Laws of Malaysia ACT 570

LAWS OF MALAYSIA

Act 570

NATIONAL LAND REHABILITATION AND

CONSOLIDATION AUTHORITY (SUCCESSION

AND DISSOLUTION) ACT 1997

LIST OF AMENDMENTS

Amending law Short title In force from

­ NIL ­

15National Land Rehabilitation and

Consolidation Authority (Succession and

Dissolution)

DICETAK OLEH

PERCETAKAN NASIONAL MALAYSIA BERHAD,

KUALA LUMPUR

LAWS OF MALAYSIA

Act 570

NATIONAL LAND REHABILITATION AND

CONSOLIDATION AUTHORITY (SUCCESSION

AND DISSOLUTION) ACT 1997

LIST OF SECTIONS AMENDED

Section Amending authority In force from

­ NIL ­

16 Laws of Malaysia ACT 570