BACKGROUND OF MARINARA

On 2^nd July 1983, Hajjah Marina Yusoff (HMY) formed the company Pekeliling Triangle Sdn Bhd.(PTSB) with the purpose of buying a piece of land to put up a building. Within five years she bought three pieces of land , merged it into one big real estate totaling 2 1/2 acres. Together with several architects and consultants she formulated the concept and built a 36 storey building consisting of commercial, office and luxury condominiums and named it MARINARA, and was assisted by Bank Negara, by giving her assistance in the form of a loan from the Entrepreneur’s Rehabilitation Fund (Tabung Pemulihan Usahawan - TPU) through ERF Sdn Bhd, a subsidiary of Bank Negara for RM 23 million to start the piling works. Bank Negara then arranged for a loan from Bank Bumiputra (M) Bhd totalling RM169,800,000.00 approved as follows:

(i) Term Loan I RM26,000,000.(only RM20 million was utilized)

(ii) Term Loan II RM 21,000,000 (only 17 million was used)

(iii) Bank Guarantee RM122,800,000.* (never called upon as the Contractor failed to complete the project)

The Tripartite Agreement ERF Sdn Bhd had given the Guarantee to pay all outstanding dues while the building remains uncompleted and unsold PTSB was given one year from date of completion to sell the building and settle the loans. According to the Agreement PTSB was allowed to sell only a portion of the building sufficient to settle the loans and may keep the rest of the building left unsold. But when Danaharta refused to allow HMY to sell portions of the building it created a major problem. All other developers were allowed to sell by units through Strata Titles but HMY was not allowed to do so. It was very difficult to sell such a big building to one buyer within a short time especially due to the many obstacles and sabotage by Prokhas and Duar Tuan Kiat (alleged Receiver appointed by Danaharta ) when Danaharta had officially closed down.

The Security Documents with the Bank are:

(i). Tripartite agreement between PTSB, BBMB dan ERF Sdn Bhd**

(iii). Charge

(iv). Debenture

(v). Assignment of Proceeds of Sale

(vi).Assignment of Serahak Bon Pelaksanaan

(vii).Guarantee joint and Several by the Directors:-

Marina bt Mohd Yusoff (HMY)

Ida Nerina bt Hussain

Razak Malique bin Hussain.

HMY and the Directors were the Principal Guarantors of the Loan and all the Bank facilities It was important to the Directors to ensure that the Building was completed and to repay the loan As long as the loan is not settled they are not entitled to apply for any other loan for other businesses. As they have been black listed in the Bank’s reference record to date.

*The Bank Guarantee given to the Contractor, Chase Perdana Berhad, Guarantees payment of RM122.77 million within 30 months which can only be called upon when the Certificate of Practical Completion is issued Despite the Extension of time given by the Architect, up to 28 February 1998, the Contractor failed to complete the building and incurred Liquidated and Ascertained Damages (LAD) up to RM77.5 million at the date when the contract was terminated on 3rd October 2002 payable to PTSB.

LOAN OF PTSB NOT IN THE CATEGORY OF NON PERFORMING LOAN

In 1999 , under the instructions of the Minister of Finance then, Daim Dzainuddin, all accounts of businesses of HMY,i.e. Pekeliling Triangle Sdn Bhd (PTSB) and Marina Sdn Bhd (MSB), were transferred to Danaharta and all the Bank Accounts of PTSB was immediately frozen even though it was an ongoing Project and NOT in the category of non performing loan. (NPL). Prior to this there was not a single letter of demand from the Bank or any other party as the Loans were not yet due.

As at the date of transfer to Danaharta, the actual loan taken out and utilized was only RM37,350,411.

Danaharta was not entitled to appoint a Special Administrator as the loan was not in the category of non performing loan (NPL) but without justification on the 15 October 2002, Danaharta Urus Sdn Bhd appointed Special Administrators for PTSB.

Thence began the obstacles to complete the project MARINARA as the Special Administrator had absolute over-riding powers empowered by the Danaharta Act, which could not be questioned in a Court of Law.

When Danaharta was declared to have closed down, on 9 th December 2005, the Special Administrators discharged themselves but they failed to observe the terms of the Danaharta Act 1998, particularly Section 44, because they failed to do a “workout proposal” and failed to prepare any statement of accounts and company records since 2002 to date.

There was no handing over of records to any party when they discharged themselves. On the same date Duar Tuan Kiat (Duar) was appointed as Manager and Receiver under the Debenture without any Order of Court. Even though there was no “default”. All the rights of the Directors of PTSB and HMY were ignored without any regard to the law.

Thus began the destruction of PTSB and HMY.

**The Tripartite Agreement was supposed to over-ride the Debenture as ERF had undertaken to pay all dues until the building was completed and sold within the period of one year of getting Certificate of Practical Completion”(.C.P.C.) This fact was deliberately ignored including by the Courts. (who had strict instructions to make sure that Danaharta does not loseany case in Court (during Fairuz’s time).

Settlement Agreement

Efforts to find a way out was made by Datuk Zukri Samat who proposed the Settlement Agreement dated 16.9.2004. The sum of RM122.7million was the agreed settlement sum agreed to by all parties and Danaharta. All factors had been taken into consideration including the failure of the contractor Chase Perdana Berhad to complete the building and that they still owed PTSB L.A.D. in the sum of RM 77.5 million..

Even though one of the duties of the S.A. was to assist in securing the loan to effect the settlement sum, as they had full control of PTSB and the accounts, they failed to do so and refused to give power to the directors of HMY to do so.

Despite that HMY proceeded to apply to Maybank to get a loan to effect the settlement and to save the building MARINARA. Every effort was made to get the loan from Maybank but was sabotaged by PRESIDIO INTERNATIONAL, a two dollar company from Singapore who threatened Maybank with legal action if the loan was given to PTSB alleging that they wanted to give the loan but in fact they were not able to give the loan.

On the encouragement of Datuk Zukri Samat, the Executive Director of Danaharta Urus Sdn Bhd at that time, HMY made every effort to complete the building through her construction company, MARINA SDN BHD (MSB), to get the Certificate of Occupation. As it was very difficult to secure a Bank loan, HMYSold all her assets including her family home to raise funds to complete the building MARINARA.

One of the conditions of Maybank to give a loan to PTSB was that “at least 50% of the building had to be or rented out or show some income“.

HMY succeeded to rent a portion of the building and was in the process of marketing the rest .Tan Seri Samy Velu also offered to help by asking JKR to rent the whole building as their temporary headquarters for several years while their headquarters were under construction, but the Minister of Finance 2, Tan Sri Nor Mohamed Yakcop, directed not to do so as he informed Datuk Samy Velu that they were “going to take a Court Injunction against HMY. “ letters from the Ministry of Finance were sent to several Government Institutions directing them “not to rent the Marinara building but to look for other alternatives”. It was obvious that the intention to take an Injunction against HMY and to chase her out of the building had already been planned and was under the instructions of Tan Sri Nor Mohamed Yakcop.

After Prokhas had taken over PTSB from Danaharta, HMY had gone to see the Managing Director, Fadzlur Abdul Rahman Ebrahim, in early 2006. He immediately demanded that HMY surrender the building MARINARA to him as he had received full mandate from Tan Sri Nor Mohamed Yakcop to do whatever he liked with the building. Several witnesses were at the meeting including the senior officers of Prokhas and two Chartered Accountants who had accompanied HMY, Wahab Sidek and Othman Shah.: “Better that you hand over the building to me,otherwise I will use the Danaharta act against you.” Were his exact words. HMY then informed him that the building MARINARA was already completed as agreed with Danaharta before. He replied, “ I don’t care what Danaharta did before”. HMY told him that she only wanted the redemption sum to enable her to arrange for a Bank loan for Marina Sdn Bhd to complete the purchase of the building as there was a Sale and Purchase Agreement between PTSB and MSB. He replied: ”the building is not ready yet! I want to take over and complete the building!” When HMY invited him to visit and inspect the building he refused to do so.

It all started on Mei 6^th 2006, when a group of Directors from Ernst & Young and their workers, security guards and gangsters tried to take the building by force. without any authority to do so, but they did not succeed...

They then filed a Court action to take an Injunction against HMY to prevent her from entering the building but before the Court made the final decision, Duar and his agents encroached into the building and continued to sabotage all the work of HMY especially the marketing by telling the public that Duar was the rightful owner of the building and not HMY. They stopped people from entering the building. Duar also sent letters to potential buyers and tenants to stop them from buying or renting.

Erinford Injunction

Even though the Injunction had been granted on the morning of 15^th September 2006 against HMY, preventing her from entering the building, but in the same evening HMY succeeded to get an Erinford Order which has the effect of putting the Injunction on hold. But Duar and his lawyers ignored the Erinford Order and continued to obstruct and harass HMY. Their security guards, Falcon Security had threatened the life of HMY if she continued to stay at the MARINARA building.

When they finally won the action on the Injunction in September 2007 , Duar closed down the building and terminated all activities in the building. Their security guards started by removing and stealing all the CCTV cameras and after that they cut and stole the electric cables in the building. A beautiful building was turned into a neglected building. It is on Jalan Tun Razak witnessed by all. Pictures of the theft and vandalism were sent to Prokhas but nothing was done.

Duar advertised several negative advertisements in all the major newspapers on MARINARA and HMY saying “the building is not safe, is not ready and does not have any Certificate of Occupation and warned anyone against entering the building. It was clearly intended to sabotage any marketing effort and to humiliate HMY.

After that they started the “tender” process by inviting offers for the building three times. It was not surprising that there were very poor response and no big companies responded to the tender. The offers that came in were very ridiculously low offers. All the buyers brought in by HMY from Saudi Arabia and other countries were ignored and not even allowed to view the building. During the third tender when Danaharta Hartanah tendered at RM165 million, they ignored other tenderers, made a valuation of the building by valuer C.H. Williams, who qualified by saying he “did not view the inside of the building” but valued it at only RM171 million (as opposed to the latest valuation of RM 430 million.) Duar allegedly “sold” it to Danaharta Hartanah at the price of RM171 million despite the fact that Prokhas asked for RM 202million as redemption sum from HMY. Fadzlur Rahman Ebrahim (relative of Tan Sri Nor Mohamed Yakcop) is a Director in Prokhas and Danaharta Hartanah. The real value of the building was RM430 million and the official valuation report had already been given to Duar and Prokhas.

Duar and Prokhas abused the Danaharta Act using section 66 and 72.

Duar acted against the interests of PTSB causing loss and irredeemable damage to PTSB and HMY. He chased out all the workers and closed down the office of MSB located on the 11^th floor of the building despite being told that they were there to complete the works on the building.

Duar brought the case to Court by taking out an Injunction against HMY to prevent her from going to the building as soon as HMY had put in the final application for Certificate of Occupation. DBKL ultimately issued the Certificate of Completion on 9hb November 2007.

The act of closing down the building had caused extensive damage and loss to PTSB and HMY. It made the building deteriorate and reduced the value.

At present Duar is still proceeded with a case against HMY for contempt of Court.

SUMMARY OF WRONG DOINGS OF DUAR TUAN KIAT AND HIS AGENTS:

The actions of Duar has jeopardized the rights and image of HMY and PTSB which no amount of money can compensate for. There was no‘ transparency’ or responsibility in all their actions and decisions.

1. Marina Sdn Bhd was appointed by PTSB as a contractor since 5hb October 2002 and was given permission by Danaharta to continue with the work as a contractor from November 2004. to complete the building. HMY was given permission to market the building.

2. Other than completing the works at great expense, MSB had also cleaned and maintained the building well.

3. To date MSB had paid all the bills for all the works including electric, water, security guards, cleaners as well as paying all the deposits for the amenities. and to ensure that the services are continued. Unfortunately Duar made every effort to terminate the services and tried to get the deposits paid by MSB to be refunded to them. despite knowing there were tenants in the building.

4.. Duar’s agents particularly the security guards from Falcon Security created havoc and harassment to those who came to the building at the “shopping Complex” “Coffee Lobby” forcing the shops and coffee lobby to be closed down and MSB had to bear heavy losses and loss of income and rentals. MSB is still burdened with refunding the deposits to the tenants. Many tenants had spent hefty sums renovating their offices only to be chased out of the building

PRESENT SITUATION

All past directives by Dr Mahathir and Datuk Abdullah Ahmad Badawi have been ignored by Tan Sri Nor Mohamed Yakcop.

Datuk Seri Najib, in December 2008 had directed Fadzlur Rahman Ebraheem to assist HMY to resolve this matter but all directives have been blatantly ignored.

Now Danaharta Hartanah in the process of selling the building for their own profit and have ignored all the letters and proposals made by PTSB’s lawyers for the shareholders to buy back the building.

N.B. Dr. Mahathir, Datuk Abdullah and DaimDzainuddin all now bear the title Tun.