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Brooke Dockyard and Engineering Works Corporation (Repeal and Successor Company) Ordinance, 1994 is Malaysia State Ordinance, cited as State Ordinance Cap. 11 1994, currently marked in force and first recorded in 1994.
PREPARED AND PUBLISHED BY
THE COMMISSIONER OF LAW REVISION, SARAWAK
UNDER THE AUTHORITY OF THE REVISION OF LAWS ORDINANCE, 1992 2007
BROOKE DOCKYARD AND
Date Passed by Dewan Undangan
Negeri
... ... ... ... ... ...
26th May, 1994
Date of Assent
... ... ... ...
3rd June, 1994
Date of Publication in Gazette
30th June, 1994
1
LAWS OF SARAWAK
Opening note
Short title and commencement
This Ordinance may be cited as the Brooke Dockyard and
Engineering Works Corporation (Repeal and Successor Company)
Ordinance, 1994, and shall come into force on such date as the
Minister may, by notification in the Gazette, appoint.
Interpretation
“Corporation” means the Brooke Dockyard and Engineering
Works Corporation established under the Brooke Dockyard and
Engineering Works Corporation Ordinance [Cap. 100 (1958
Ed.)];
“land” shall have the same meaning as assigned to that expression in the Land Code [Cap. 81 (1958 Ed.)];
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“licences” includes any licence issued to the Corporation by any government authority or corporation in connection with the business of the Corporation;
“Minister” means the State Minister for the time being charged with the responsibility for the Corporation;
“property” means all property of whatever description including land, any interest or estate in land and choses-in-action of the Corporation within or outside Malaysia;
“repealed Ordinance” means the Brooke Dockyard and
Engineering Works Corporation Ordinance [Cap. 100 (1958
Ed.)];
“rights and liabilities” refers to the rights and liabilities to which the Corporation was entitled or subject to under the laws of
Malaysia or any country outside Malaysia, and shall include rights and liabilities under loans raised, licences, deeds, bonds, agreements, undertakings, instruments, Memoranda of Subleases and working arrangements favouring the Corporation or to which the Corporation is a party subsisting immediately before the commencement of this Ordinance;
“State Financial Secretary” means the State Financial
Secretary incorporated by the State Financial Secretary
(Incorporation) Ordinance [Cap. 36];
“successor company” means a company limited by shares incorporated and registered in Malaysia under the Companies Act 1965 [Act 125], and nominated by the Minister in an Order to be published in the Gazette, to which all property, rights and liabilities of or belonging to the Corporation, shall be transferred or be vested under section 3(1)(c);
“transfer date” means the date on which the property, rights and liabilities of or belonging to the Corporation are to be transferred and vested in the successor company under section 3(1)(c).
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VESTING OF PROPERTY, ETC., TO SUCCESSOR COMPANY
Dissolution of Corporation and transfer of its property, rights and liabilities
the Corporation shall cease to exist and shall cease to carry out the duties and functions prescribed by the repealed
Ordinance;
the property, rights and liabilities to which the
Corporation was entitled or subject to, shall, by virtue of this section, be transferred to and vested in the successor company without further conveyance, assignment or transfer whatsoever, to become the absolute property, rights and liabilities of the successor company.
to the successor company may, after the transfer 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
Corporation to give notice to the person bound by the chose-in-action of such transfer.
to the successor company may, on and after the transfer date, be sued on, recovered or enforced by or against the company in its own name and it shall not be necessary for the successor company or the
Corporation to give notice to the person whose right and liability is affected by such transfer.
In the case of rights and liabilities arising under any loans which vest in the successor company on the transfer date, the company may enter into such arrangements or agreements over such rights and liabilities with the Government of Malaysia or the
Government of Sarawak or any third party.
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Initial State Government’s holding in the successor company
Ordinance to come into force—
to the State Financial Secretary, to hold for the purposes of the Government of Sarawak; or
to any person entitled to require the issue of the shares following the initial allotment to the State Financial Secretary.
Shares issued in pursuance of this section—
shall be issued at such time and on such terms, as to allotment, as the Minister may direct;
shall be issued as fully paid up and treated for the purposes of the Companies Act 1965 [Act 125] as if such shares had been paid up by virtue of the payment to the successor company of their nominal value.
The State Financial Secretary may, after consultation with the Minister, dispose of any shares issued or of any rights to shares initially allocated to it in pursuance of this section.
The State Financial Secretary may, at any time, acquire—
shares or securities of the successor company or of any subsidiary of the successor company; or
The State Financial Secretary may dispose of any shares, securities or rights acquired under this section or issued to him under section 6(2).
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Stocks in Corporation held by State Financial Secretary
Minister—
Any stocks held by the State Financial Secretary for purposes of the State Government of Sarawak issued under the repealed Ordinance shall as from the transfer date be held by the State
Financial Secretary in the successor company and the successor company shall issue shares to the State Financial Secretary of a value not less than the value of the stocks held by the State Financial
Secretary in the Corporation immediately before the transfer date.
Financial arrangements of the successor company
The statutory reserve may only be applied by the successor company in paying up unissued shares of the company to be allotted to the State Financial Secretary or such person as the Minister shall direct as fully-paid bonus shares.
For the purposes of any statutory accounts of the successor company—
the transfer and vesting effected by virtue of section 3(1)(c) shall be taken to have been a transfer and vesting of property, rights and liabilities to which the Corporation was entitled or subject to immediately before the end of the last complete accounting year of the Corporation ending before the transfer date and to have been effected immediately after the end of that year;
the value or amount of any asset or liability of the
Corporation vested in the successor company shall be the value or amount assigned to that asset or liability for the purposes of the corresponding statement of accounts prepared by the Corporation, in respect of that year;
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the amount to be included in respect of any item shall be determined as if anything done by the Corporation, whether by way of acquiring, revaluing or disposing of any asset or liability, or by carrying any amount to any provision or reserve, or otherwise had been done by the successor company;
the amount to be included from time to time in any reserves of the successor company as representing its accumulated realized profits shall be determined as if any profit realized and retained by the Corporation had been realized and retained by the successor company;
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 [Act 125]; and
“complete accounting year” means an accounting year ending with 31st December or a period to be determined by the
Minister.
Pending proceedings
Any debt or sums owing or due to the Corporation at or prior to the transfer date shall be recovered by or paid to the successor company as if it were a debt or sum owing or due to the successor company.
Existing licences and contracts, etc.
All deeds, bonds, instructions, agreements, undertakings and working arrangements subsisting immediately before the transfer date shall be of full force and effect against or in favour of the successor company, and enforceable as fully and effectively as if, instead of the Corporation, the successor company has been named therein or a party thereto.
Staff
Every such person who opts under subsection (1) to serve as an employee of the successor company shall be employed by such company on terms and conditions of service not less favourable than those to which he was entitled to in the Corporation immediately before the transfer date.
Repeal
The Brooke Dockyard and Engineering Works Corporation
Ordinance [Cap. 100 (1958 Ed.)] is repealed.
10
LAWS OF SARAWAK
LIST OF AMENDMENTS
Amending Law
Short Title
In force from
Date of Commencement of the
Ordinance 29.12.2023
(Swk. L.N. 1/2024)
[List of Amendments]