BANK PERTANIAN MALAYSIA BERHAD ACT 2008

Bank Pertanian Malaysia Berhad LAWS OF MALAYSIA REPRINT Act 684 BANK PERTANIAN MALAYSIA BERHAD ACT 2008 As at 1 October 2018 PUBLISHED BY THE COMMISSIONER OF LAW REVISION, MALAYSIA UNDER THE AUTHORITY OF THE REVISION OF LAWS ACT 1968 2018 1 2 Laws of Malaysia Act 684 BANK PERTANIAN MALAYSIA BERHAD ACT 2008 … … … … … 16 January 2008 Date of publication in the Gazette … … … … 24 January 2008 Date of Royal Assent Bank Pertanian Malaysia Berhad LAWS OF MALAYSIA Act 684 BANK PERTANIAN MALAYSIA BERHAD ACT 2008 ARRANGEMENT OF SECTIONS Part I PRELIMINARY Section 1. Short title and commencement 2. Interpretation Part II FORMATION, OWNERSHIP AND VESTING PROVISIONS 3. The Bank 4. Vesting provisions 5. Initial Government holding in the Bank 6. Government investment in securities of the Bank 7. Appointment of Government representative on the Board 8. Statutory account Part III STAFF 9. Staff 3 4 Laws of Malaysia Act 684 Part IV OBJECTS, POWERS AND SOCIAL OBLIGATIONS OF THE BANK Section 10. Objects and powers of the Bank 11. Social obligations Part V GENERAL 12. Power of the Minister of Agriculture and Agro-Based Industry to give direction 13. Account statement to be submitted to the Minister 14. Protection under the Bills of Exchange Act 1949 15. Application of the Companies Act 1965 16. Regulations 17. Repeal 18. Continuance of laws, etc. 19. Continuation and completion of disciplinary proceedings 20. Prevention of difficulties or anomalies Bank Pertanian Malaysia Berhad 5 LAWS OF MALAYSIA Act 684 BANK PERTANIAN MALAYSIA BERHAD ACT 2008 An Act to provide for the transfer to and for the vesting of property, rights and liabilities of Bank Pertanian Malaysia in a company by the name of Bank Pertanian Malaysia Berhad, and to make provisions for other matters relating thereto. [1 April 2008, P.U. (B) 158/2008] ENACTED by the Parliament of Malaysia as follows: Part I PRELIMINARY Short title and commencement 1. (1) This Act may be cited as the Bank Pertanian Malaysia Berhad Act 2008. (2) This Act comes into operation on a date to be appointed by the Minister by notification in the Gazette. Interpretation 2. In this Act, unless the context otherwise requires— “Bank” means the Bank Pertanian Malaysia Berhad referred to in section 3; “Bank Pertanian Malaysia” means the Bank Pertanian Malaysia established under the *Bank Pertanian Malaysia Act 1969 [Act 9]; *NOTE—Bank Pertanian Malaysia Act 1969 [Act 9] has since been repealed by the Bank Pertanian Malaysia Berhad Act 2008 [Act 684]—see section 17 of Act 684. 6 Laws of Malaysia Act 684 “property” includes all property, movable or immovable, and all estates, interests, easements or rights, whether equitable or legal in, to or out of property, chose in action, money and goodwill; “Board” means the board of directors of the Bank; “liabilities” means all kinds of liabilities, debts, charges, duties and obligations (whether present or future, actual or contingent, and whether payable or to be observed or performed in Malaysia or elsewhere); “Minister” means the Minister charged with the responsibility for finance; “Corporation” means the Minister of Finance incorporated by the Minister of Finance (Incorporation) Act 1957 [Act 375]; “vesting date” means the date appointed by the Minister of Agriculture and Agro-Based Industry under subsection 4(1); “vested”, in relation to property, includes having rights to property which are future or contingent and rights in reversion and remainder. Part II FORMATION, OWNERSHIP AND VESTING PROVISIONS The Bank 3. A Bank which is a company under the *Companies Act 1965 [Act 125] is incorporated under the name of “Bank Pertanian Malaysia Berhad”. Vesting provisions 4. (1) The Minister of Agriculture and Agro-Based Industry may, by order published in the Gazette, appoint a vesting date and on that date, all property, rights and liabilities of the Bank Pertanian Malaysia shall by virtue of this Act be transferred to and vested in the Bank without any conveyance, assignment or transfer. *NOTE—The Companies Act 1965 [Act 125] has since been repealed by the Companies Act 2016 [Act 777] w.e.f. 31 January 2017—see subsection 620(1) of Act 777. Bank Pertanian Malaysia Berhad 7 (2) Every property vested by virtue of subsection (1) in the Bank shall be so vested in the Bank for the like title, estate or interest and on the like tenure as it was vested or held immediately before the vesting date. (3) Every chose in action vested by virtue of subsection (1) in the Bank may, after the vesting date, be sued on, recovered or enforced by the Bank in its own name, and it shall not be necessary for the Bank or Bank Pertanian Malaysia to give notice to the person bound by the chose in action of the vesting effected under subsection (1). (4) Every right and liability vested by virtue of subsection (1) in the Bank may, on and after the vesting date, be sued on, recovered or enforced by or against the Bank in its own name, and it shall not be necessary for the Bank or Bank Pertanian Malaysia to give notice to the person whose right or liability is affected by the vesting effected under subsection (1). (5) Any pending legal proceedings by or against the Bank Pertanian Malaysia which relate to any property, right or liability transferred to and vested in the Bank by virtue of subsection (1) may, on and after the vesting date, be continued by or against the Bank. (6) In the case of rights and liabilities arising under any loan which vest in the Bank on the vesting date, the Bank may enter into such arrangements or agreements over such rights and liabilities with the Government or any third party. (7) Where by virtue of subsection (1), any property is transferred to and vested in the Bank, 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 Bank 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 Bank under subsection (1) to which the Bank Pertanian 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 Bank Pertanian Malaysia, shall have effect as if the Bank had been a party to the agreement. 8 Laws of Malaysia Act 684 Initial Government holding in the Bank 5. (1) As a consequence of the vesting in the Bank of the property, rights and liabilities under section 4, the Bank shall issue such securities of the Bank as the Minister may, from time to time, direct 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 may direct; (b) be of such nominal value as the Minister 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 Bank of their nominal value. (3) The Minister 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 Bank 6. (1) The Minister may, through the Corporation, at any time, acquire— (a) securities of the Bank or of any subsidiary of the Bank; or (b) rights to subscribe for any such securities. *NOTE—The Companies Act 1965 [Act 125] has since been repealed by the Companies Act 2016 [Act 777] w.e.f. 31 January 2017 –see subsection 620(1) of Act 777. Bank Pertanian Malaysia Berhad 9 (2) The Minister may dispose of any securities or rights acquired by the Corporation 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 Bank which— (a) is effected by the issue of shares allotted at a time when the Bank is 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 Corporation under paragraph (1)(a). Appointment of Government representative on the Board 7. (1) The Minister may, from time to time, for so long as the Government holds not less than five per cent of the entire issued securities in the Bank, after consultation with the Minister of Agriculture and Agro-Based Industry, nominate such number of persons as may be appropriate to be directors on the Board. (2) The Bank shall cause every person nominated by the Minister under subsection (1) to be appointed to the Board. (3) Any person appointed to the Board under subsection (2) may, at any time, be removed by the Minister, after consultation with the Minister of Agriculture and Agro-Based Industry, by giving written notice to such person and the Bank. (4) For the purpose of determining the number of persons to be appointed as directors on the Board under subsection (1), the Minister shall have regard to the total number of securities held by the Government and the total number of directors appointed by the Bank to the Board, at the time of such nomination. 10 Laws of Malaysia Act 684 (5) Nothing in this section shall be construed so as to affect any power, right or privilege, which may be conferred on the Government by the constituent documents of the Bank. Statutory account 8. (1) For the purposes of any statutory accounts of the Bank— (a) the vesting effected by virtue of section 4 shall be taken to have been a vesting of all property, rights and liabilities which the Bank Pertanian Malaysia was entitled and subject to immediately before the end of the last complete accounting year of the Bank Pertanian Malaysia, ending before the vesting date and to have been effected to the Bank on the vesting date; and (b) the value of any asset, right or the amount of any liability of the Bank Pertanian Malaysia, taken to have been vested in the Bank by virtue of section 4 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 Bank Pertanian Malaysia, in respect of the last complete accounting year of the Bank Pertanian Malaysia, ending before the vesting date. (2) For the purposes of any statutory accounts of the Bank, the amount to be included in respect of any item shall be determined as if anything done by the Bank Pertanian Malaysia, 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 Bank. (3) References in this section to the statutory accounts of the Bank are references to any accounts prepared by the Bank for the purposes of any provision of the *Companies Act 1965. (4) 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. *NOTE—The Companies Act 1965 [Act 125] has since been repealed by the Companies Act 2016 [Act 777] w.e.f. 31 January 2017 –see subsection 620(1) of Act 777. Bank Pertanian Malaysia Berhad 11 Part III STAFF Staff 9. (1) The Bank shall accept into its emplo