NATIONAL LAND REHABILITATION AND CONSOLIDATION AUTHORITY (SUCCESSION AND DISSOLUTION) ACT 1997
This Act may be cited as the National Land Rehabilitation and Consolidation Authority (Succession and Dissolution) Act 1997 and shall come into force on such date as the Minister may, by notification in the Gazette, appoint.
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;
"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" include
(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.
(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).
(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 o
(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.
(2) The Minister of Finance may dispose of any securities or rights acquired under this section.
(3) Any expense, incurred by the Corporation in consequence of the provisions of this section shall be treated as investments and be authorised under subparagraph 8(3)(a)(iv) of the Financial Procedure Act 1957.
(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 sh
6 PART II VESTING OF PROPERTY, ETC., IN SUCCESSOR COMPANY-6. Exercise of the Minister of Finance's functions through nominees.
(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.
7 PART II VESTING OF PROPERTY, ETC., IN SUCCESSOR COMPANY-7. Financial structure of the successor company.
(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 realised 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 t
8 PART III PROVISIONS RELATING TO STAFF-8. Staff.
(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 term., and conditions of service not less favourable than the terms and conditions of service to which he was entitled immediately before the vesting date.
9 PART IV DISSOLUTION AND REPEAL, CONTINUANCE OF LAWS, ETC.-9. Power of Minister to appoint date of dissolution.
(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.
(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.
10 PART IV DISSOLUTION AND REPEAL, CONTINUANCE OF LAWS, ETC.-10. Continuance of laws, etc.
(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 requ
11 PART V GENERAL-11. Prevention of difficulties or anomalies.
(1) If any difficulty or anomaly arises in connection Prevention with the implementation of this Act, the Minister may by order make such modifications to any provision of or anomalies. 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.
(2) In this section, "modifications" includes amendments, additions, deletions, substitutions, adaptations, variations, alterations and non-application of any provision of this Act.
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