Pengurusan Danaharta Nasional Berhad Act 1998 · Updated to 1 Feb 2013 · Part VI · Management of Assets and Liabilities
46. Secured creditors meeting
Official textFrom Laws of Malaysia Online, unchanged
The Special Administrator shall, after the approval of the proposal by the Corporation, send by prepaid registered post or in such manner prescribed under this Act to the last known address of the affected person and each of the secured creditors of the affected person known to the Special Administrator—
Special Administrator
“Special Administrator” means the person appointed under section 23 or 24;
a copy of the proposal;
a copy of the report of the Independent Advisor;
where the Corporation deems appropriate, a memorandum from the Corporation setting out such matters which in the view of the Corporation should be taken into account by the secured creditors in considering the proposal; and
a notice of meeting of secured creditors for the purpose set out in this section.
A meeting of secured creditors of the affected person shall be convened within fourteen days after issuance of the notice of meeting of secured creditors under subsection (1).
affected person
“affected person” means— (a) any company owing a duty or liability under a credit facility to the Corporation or any subsidiary of the Corporation, whether present, future, vested or contingent; (b) any subsidiary of the company referred to in paragraph (a); (c) any company which has provided security for the performance of or discharge of a duty or liability owed by any person to the Corporation or any subsidiary of the Corporation, whether present, future, vested or contingent; or Pengurusan Danaharta Nasional Berhad 31 (d) any company where at least two per cent of its share capital has been charged, pledged or mortgaged by any person to secure the performance of or discharge of a duty or liability owed by any person to the Corporation or any subsidiary of the Corporation, whether present, future, vested or contingent;
The meeting of secured creditors of the affected person convened under subsection (2) shall decide whether to approve or reject the proposal.
If—
a majority in value of the secured creditors, present and voting, either in person or by proxy, at the meeting approves the proposal; or
there are no secured creditors of the affected person known to the Special Administrator and the Corporation approves the proposal under subsection 45(2), the proposal, including the proposal as it may subsequently be modified under section 48, shall be binding on the affected person, all members and creditors of the affected person and any other person
Pengurusan Danaharta Nasional Berhad 53
affected by the proposal, whether or not the person had knowledge or notice of the proposal.
For the purpose of paragraph (4)(a), a resolution to approve the proposal with any modification shall be deemed to be a rejection of the proposal.
Notwithstanding any law—
the approval or the implementation of a proposal under subsection (4), including the proposal as it may subsequently be modified under section 48, shall not release or discharge any security provided by any person to secure any duty or liability owed by the affected person to any creditor of the affected person; and
each such security and any such duty or liability of the person providing the security shall remain valid and enforceable against that person notwithstanding the approval or implementation of the proposal, including the proposal as it may subsequently be modified under section 48, or any compromise, arrangement, reconstruction or amalgamation in connection with the affected person.
The failure to notify any secured creditor of the affected person of the meeting of the secured creditors shall not invalidate the meeting convened under subsection (2) nor the validity of the resolution passed at that meeting.
secured creditor
“secured creditor” means a person who holds as security for a liability of an affected person— (a) a charge duly registered under the National Land Code, the Land Ordinance of Sabah or the Land Code of Sarawak over land belonging to the affected person; (b) a fixed or floating charge on the undertaking or property of the affected person and which, if required by subsection 108(3) of the Companies Act 1965, is duly registered in accordance with subsection 108(1) of the Companies Act 1965; (c) an assignment by an affected person of its rights under an agreement to purchase land or a parcel of a building where the issue document of title to the land or the strata title to the parcel of a building has not been issued at the time of the assignment; (d) the issue document of title to any land or any duplicate lease belonging to the affected person and in respect of which a lienholder’s caveat has been duly entered in accordance with the provisions of the National Land Code; (e) a charge, mortgage, pledge or lien over marketable securities (as defined in the Companies Act 1965) belonging to the affected person and which, if duly required by subsection 108(3) of the Companies Act 1965, is duly registered in accordance with subsection 108(1) of the Companies Act 1965; or (f) a charge, mortgage, pledge or lien over moneys placed on fixed deposit by the affected person duly registered under subsection 108(1) of the Companies Act 1965.
For the avoidance of doubt, if the Corporation is a secured creditor of the affected person, the Corporation shall be entitled to attend and vote at a meeting of secured creditors of the affected person convened by the Special Administrator under subsection (2) or section 48.
A Special Administrator who contravenes subsection (1)
commits an offence and shall on conviction be liable to a fine not exceeding two hundred and fifty thousand ringgit or to imprisonment for a term not exceeding three years or to both.
54 Laws of Malaysia
Terms defined in this Act
affected person
Defined · s 21“affected person” means— (a) any company owing a duty or liability under a credit facility to the Corporation or any subsidiary of the Corporation, whether present, future, vested or contingent; (b) any subsidiary of the company referred to in paragraph (a); (c) any company which has provided security for the performance of or discharge of a duty or liability owed by any person to the Corporation or any subsidiary of the Corporation, whether present, future, vested or contingent; or Pengurusan Danaharta Nasional Berhad 31 (d) any company where at least two per cent of its share capital has been charged, pledged or mortgaged by any person to secure the performance of or discharge of a duty or liability owed by any person to the Corporation or any subsidiary of the Corporation, whether present, future, vested or contingent;
creditor
Defined · s 2“creditor” means any person who is owed a liability by the affected person;
Independent Advisor
Defined · s 2“Independent Advisor” means a person appointed under section 26;
secured creditor
Defined · s 21“secured creditor” means a person who holds as security for a liability of an affected person— (a) a charge duly registered under the National Land Code, the Land Ordinance of Sabah or the Land Code of Sarawak over land belonging to the affected person; (b) a fixed or floating charge on the undertaking or property of the affected person and which, if required by subsection 108(3) of the Companies Act 1965, is duly registered in accordance with subsection 108(1) of the Companies Act 1965; (c) an assignment by an affected person of its rights under an agreement to purchase land or a parcel of a building where the issue document of title to the land or the strata title to the parcel of a building has not been issued at the time of the assignment; (d) the issue document of title to any land or any duplicate lease belonging to the affected person and in respect of which a lienholder’s caveat has been duly entered in accordance with the provisions of the National Land Code; (e) a charge, mortgage, pledge or lien over marketable securities (as defined in the Companies Act 1965) belonging to the affected person and which, if duly required by subsection 108(3) of the Companies Act 1965, is duly registered in accordance with subsection 108(1) of the Companies Act 1965; or (f) a charge, mortgage, pledge or lien over moneys placed on fixed deposit by the affected person duly registered under subsection 108(1) of the Companies Act 1965.
security
Defined · s 2“security” includes a mortgage or charge, whether legal or equitable, debenture, bill of exchange, promissory note, guarantee, lien or pledge, whether actual or constructive, hypothecation, indemnity, undertaking or other means of securing payment or discharge of a debt or liability, whether present or future, or whether vested or contingent;
Special Administrator
Defined · s 2“Special Administrator” means the person appointed under section 23 or 24;
Part VII
Additional Rights
Part VIII
Application of Other Acts
Part IX
Application of the Act
Part X