‘FIC RESOLUTION NEEDED FOR TRANSFER’

Shareholders must approve move, says lawyer

THE transfer of four parcels of land belonging to Felda in Jalan Semarak here can be undertaken only after receiving resolution from Felda Investment Corporation Sdn Bhd (FIC) shareholders.

Lawyer Azhar Azizan Harun, in describing the transfer of the 16ha land as extraordinary, said such a resolution could be obtained by shareholders through an annual general meeting (AGM) or an extraordinary general meeting.

Pursuant to section 132C (1) of the Companies Act 1965, he said it provided a provision in that the company’s shareholders must issue a resolution when it involved a substantial property transfer.

“The huge property in question is divided into three categories, i.e. whether its value exceeds 25 per cent of the total assets of the company, or profit generated from the sale exceeds 25 per cent of the company’s profit for that year.

“The third category is that the value of the property exceeds 25 per cent of the company’s share capital,” he told Berita Harian yesterday.

Azhar, who has over 30 years of experience in dealing with commercial and civil cases, said a letter in the form of a power of attorney (PA) only took effect in remote cases.

He said “landlords” usually do not give a developer the right to mortgage 100 per cent of their property for financing.

“If the landlords are agreeable with the developer, they (the developer) can do anything, including a full transfer (of the property),” he said, adding that it was a “less than intelligent” decision to manage it as a joint venture agreement (JVA).

“Often, the details of payment to landowners are contained in JVA, either in cash or other forms, including the granting of property units with a fair value.

“In addition, a payment of five or 10 per cent will be made by the developer to the property owner after JVA is signed, before any PA outlining the limited aim of the business development is launched,” he said.

Commenting on Felda’s move to regain ownership of its land, Azhar said it should be undertaken through the courts, including filing a suit against Synergy Promenade Sdn Bhd.

He said effort to regain the land was subjected to the JVA details on the payment mode, following the transfer of assets in Jalan Semarak.

“If JVA outlines that the payment should be made to FIC, then the hope of regaining the land is good based on current reports.

“No financial transaction has changed hand, following the transfer of the land.

“There is a risk behind this, in that, if JVA has outlined that if the payment for the transfer of the 16ha land could be made to a FIC representative. This will make it tough for the property to be regained.

“It becomes complicated if there exists a ‘letter of authority’ from FIC to settle the payment to a third party, which would stretch judicial proceedings for a long time.”

It becomes complicated if there exists a ‘letter of authority’ from FIC to settle the payment to a third party, which would stretch judicial proceedings for a long time.

AZHAR AZIZAN HARUN

Lawyer