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Table of Contents

LEGAL DUE DILIGENCE


REPORT................................................................................................................................. 1
3.1 Purpose of
Report............................................................................................................................. 1
3.2 Scope of Report
1
3.3 Assumptions......................................................................................................... 1
EXECUTIVE SUMMARY........................................................................................................ 3
1. DEFINITIONS............................................................................................................... 16
2. CORPORATE
STRUCTURE........................................................................................................................ 19
PT DUS is an Indonesian
Foreign Capital Investment
Company (PMA) and all of
the shares in its share
capital are held and owned
by foreign legal entity and
Indonesia legal entities [or
Indonesian individual]........................................................................................................... 19
2.1 Legal
Background................................................................................................................. 19

LEGAL DUE
DILIGENCE
REPORT

PT DHARMAPALA USAHA
SUKSES [*]
(2015[Issuing Year])

(1)
(2)

Company
Formation
..................................................................................................................
19
BUDIARTO Law Partnership

..............................................................................................

Replacement or Appointment of Board Members; Share Transfers; and


Amendment of Articles..............................................................................19
(3)
Company Officers.....................................................................................20
(4)
Articles of Association...............................................................................21
2.2 PT DUS............................................................................................................... 21

3.

4.
5.

(1)
Deed of Establishment, MOLHR Approval and State Gazette..................21
(2)
Letter of Domicile, Taxpayer Registration and Tax File Numbers..............35
(3)
Certificate of Company Registration.........................................................36
(4)
Register of Shareholder............................................................................36
(5)
Special Register........................................................................................36
GOVERNMENT LICENCES AND FILINGS..................................................................37
3.1 Regulatory Regime for Trading and Industry Companies....................................37
(1)
Ministry of Law and Human Rights...........................................................37
(2)
Department of Trade.................................................................................37
(3)
Ministry of Industry....................................................................................37
3.2 Business Licenses............................................................................................... 37
(1)
Forms of Company...................................................................................37
(2)
PT DUS Business License.......................................................................38
3.3 PT DUS BKPM License......................................................................................38
3.4 Import / Export Activities Licenses.......................................................................41
3.5 Building Construction and Nuisance Permit (Izin Mendirikan Bangunan or IMB
dan Izin Gangguan or HO)................................................................................42
3.6 Environment Licenses.........................................................................................43
(1)
Background............................................................................................... 43
(2)
Environmental Management Attempt (Upaya Pengelolaan Lingkungan)
and Environmental Supervision Attempt (Upaya Pemantauan Lingkungan)
.................................................................................................................. 43
AGREEMENTS............................................................................................................. 43
ASSETS, LIABILITIES AND LABORS..........................................................................43
5.1 Assets................................................................................................................. 43
i

(1)
Land.......................................................................................................... 43
Labors................................................................................................................. 44
(1)
Legal Background.....................................................................................45
(2)
List of Employee.......................................................................................45
(3)
Licenses.................................................................................................... 46
We have received several employment licenses of PT DUS as follows: .............46
(a)
Provident Fund Participation Certificate (Sertifikat Kepersertaan
Jamsostek or Jamsostek).......................................................................46
6. LITIGATION AND DISPUTES.......................................................................................47
Attachment 1: List of Documents Received..........................................................................50
Appendix 1: Statement Letters..............................................................................................52
LEGAL DUE DILIGENCE REPORT........................................................................................ 1
3.1 Purpose of Report................................................................................................. 1
3.2 Scope of Report.................................................................................................... 1
3.3 Assumptions......................................................................................................... 1
EXECUTIVE SUMMARY........................................................................................................ 3
1. DEFINITIONS............................................................................................................... 16
2. CORPORATE STRUCTURE......................................................................................... 19
PT DUS is an Indonesian Foreign Capital Investment Company (PMA) and all of the shares
in its share capital are held and owned by foreign legal entity and Indonesia legal entities [or
Indonesian individual]........................................................................................................... 19
2.1 Legal Background............................................................................................... 19
5.2

(1)
(2)

Company Formation.................................................................................19
Replacement or Appointment of Board Members; Share Transfers; and
Amendment of Articles..............................................................................19
(3)
Company Officers.....................................................................................20
(4)
Articles of Association...............................................................................21
2.2 PT DUS............................................................................................................... 21

3.

4.
5.

(1)
Deed of Establishment, MOLHR Approval and State Gazette..................21
(2)
Letter of Domicile, Taxpayer Registration and Tax File Numbers..............35
(3)
Certificate of Company Registration.........................................................36
(4)
Register of Shareholder............................................................................36
(5)
Special Register........................................................................................36
GOVERNMENT LICENCES AND FILINGS..................................................................37
3.1 Regulatory Regime for Trading and Industry Companies....................................37
(1)
Ministry of Law and Human Rights...........................................................37
(2)
Department of Trade.................................................................................37
(3)
Ministry of Industry....................................................................................37
3.2 Business Licenses............................................................................................... 37
(1)
Forms of Company...................................................................................37
(2)
PT DUS Business License.......................................................................38
3.3 PT DUS BKPM License......................................................................................38
3.4 Import / Export Activities Licenses.......................................................................41
3.5 Environment Licenses.........................................................................................42
(1)
Background............................................................................................... 42
(2)
Environmental Management Attempt (Upaya Pengelolaan Lingkungan)
and Environmental Supervision Attempt (Upaya Pemantauan Lingkungan)
.................................................................................................................. 43
AGREEMENTS............................................................................................................. 43
ASSETS, LIABILITIES AND LABORS..........................................................................43
5.1 Assets................................................................................................................. 43
(1)
Land.......................................................................................................... 43
5.2 Labors................................................................................................................. 44
(1)
Legal Background.....................................................................................44
(2)
List of Employee.......................................................................................44
(3)
Licenses.................................................................................................... 45
We have received several employment licenses of PT DUS as follows: .............45
ii

(a)

Provident Fund Participation Certificate (Sertifikat Kepersertaan


Jamsostek or Jamsostek).......................................................................45
6. LITIGATION AND DISPUTES.......................................................................................46
Attachment 1: List of Documents Received..........................................................................49
Appendix 1: Statement Letters..............................................................................................51
LEGAL DUE DILIGENCE REPORT........................................................................................ 1
1.
Purpose of Report................................................................................................. 1
2.
Scope of Report.................................................................................................... 1
3.
Assumptions......................................................................................................... 1
EXECUTIVE SUMMARY........................................................................................................ 3
1. DEFINITIONS............................................................................................................... 10
2. CORPORATE STRUCTURE......................................................................................... 13
2.1 Legal Background............................................................................................... 13
(1)
(2)

Company Formation.................................................................................13
Replacement or Appointment of Board Members; Share Transfers; and
Amendment of Articles..............................................................................13
(3)
Company Officers.....................................................................................14
(4)
Articles of Association...............................................................................15
2.2 PT [*]................................................................................................................... 15
(1)
Deed of Establishment, MOLHR Approval and State Gazette..................15
(2)
Letter of Domicile, Taxpayer Registration and Tax File Numbers..............18
(3)
Certificate of Company Registration.........................................................19
(4)
Register of Shareholder............................................................................20
(5)
Special Register........................................................................................20
3. GOVERNMENT LICENCES AND FILINGS..................................................................20
3.1 Regulatory Regime for Fishery Companies.........................................................20
(1)
Ministry of Law and Human Rights...........................................................20
(2)
Department of Trade.................................................................................20
(3)
Ministry of Marine and Fishery..................................................................21
3.2 Business Licenses............................................................................................... 21
(1)
Forms of Company...................................................................................21
(2)
[*] Business License.................................................................................21
3.3 Licenses and Approvals Issued by Directorate General of Pharmaceutical and
Health Equipment [*]........................................................................................... 22
(1)
Legal Background.....................................................................................22
(2)
Distributor of Medical Equipment License.................................................22
(3)
Utilization of Nuclear Energy License.......................................................22
(4)
Other Documents Relating to the Business Activities...............................22
3.4 Other Licenses.................................................................................................... 22
3.5 Environment Licenses.........................................................................................22
(1)
Background............................................................................................... 22
(2)
Environmental Management Attempt (Upaya Pengelolaan Lingkungan)
and Environmental Supervision Attempt (Upaya Pemantauan Lingkungan)
.................................................................................................................. 23
4. AGREEMENTS............................................................................................................. 23
5. ASSETS, LIABILITIES AND LABORS..........................................................................23
5.1 Assets................................................................................................................. 23
(1)
Land.......................................................................................................... 23
5.2 Labors................................................................................................................. 24
(1)
Legal Background.....................................................................................24
(2)
List of Employee.......................................................................................25
(3)
Licenses.................................................................................................... 25
6. LITIGATION AND DISPUTES.......................................................................................26
Attachment 1: List of Documents Received..........................................................................29
Appendix 1: Statement Letters..............................................................................................31

iii

iv

CONFIDENTIAL
Ref. No. [*]
[*], 2015
PT Dharmapala Usaha Sukses [*]
Attn. Directors
[*]
Dear Sirs,
LEGAL DUE DILIGENCE REPORT
a. Purpose of Report
This legal due diligence report ("Report") has been prepared at the request of PT
Dharmapala Usaha Sukses Indonesia [*] (OLAMD[*]) in relation to the proposed
acquisition of PT [*] ([*][*]).
PT DUS[*] is a limited company established under the laws of the Republic of
Indonesia, and having its registered office in Gandaria 8 Office Building Lt.15 Unit G &
H, Jl. Sultan Iskandar Muda, Kelurahan Kebayoran Lama Utara, Kecamatan
Kebayoran Lama, Kota Administrasi Jakarta Selatan[*].
PT DUS[*] is operating as an importer, exporter, and main distributor (trading) [*]
company and is holding Permanent Trading[*] Business License.
We have been instructed to conduct a due diligence review of certain matters
concerning PT DUS legal compliance[*].
b. Scope of Report
2.1

Budiarto Law Partnership has been instructed by PT DUS[*] to conduct the following
legal due diligence investigations:
(1)

Corporate, to confirm the due incorporation of PT DUS[*], its current


shareholdings and its current membership of management;

(2)

Licensing, to confirm that PT DUS[*] hold all required material licenses from
the government and those licenses are valid;

(3)

Assets, Liabilities and Labors, to confirm the nature and validity of the
Assets, Labors and Liabilities owned by the PT DUS[*]; and

2.2

The documents which were obtained by us during the course of our legal due diligence
investigations are listed in Attachment 1: List of Documents Received to this Report.

2.3

This Report is based on information obtained prior to JuneFebruary 115, 20153.

2.4

This Report is based on the laws of the Republic of Indonesia as of the date of the
Report.
c. Assumptions

3.1

This Report has been prepared based on the following assumptions:


1

3.2

(1)

that where we have been provided with copies of documents, that copy is an
exact and complete reproduction of, and conforms with, the original of the
document and the original of the document still exists;

(2)

that no document provided to us has been varied, cancelled or superseded by


some other document or agreement or action of which we are not aware;

(3)

that all signatories, dates of and any stamp duty or other marking on all
documents provided to us (whether copies or originals) are authentic;

(4)

that where a document was provided to us in draft form, it was executed or will
be executed in the form of that draft;

(5)

except as specifically stated in this Report, all documents provided to us are


within the capacity and power of, and have been or will be validly authorized,
executed and delivered by party, and constitute valid and binding obligations of
party under all applicable laws;

(6)

except as specifically stated in this Report, each document provided to us,


which is a contract or agreement, is enforceable in accordance with its terms;

(7)

the details revealed by searches of public registers maintained by


governmental or other regulatory authorities are up to date at the date of
search and have been properly and accurately recorded in those registers by
those authorities; and

(8)

all material information and documentation has been provided to us and is true
and complete and not misleading in any way.

This Report is based on the laws of the Republic of Indonesia. Any opinions expressed
with respect to matters which may be subject to or governed by the law of any other
jurisdiction should be verified and confirmed by lawyers competent to advice in those
jurisdictions.

This Report is exclusively addressed to PT DUS[*], and may not be disclosed to any party
outside of PT DUS[*], without the prior written consent of Budiarto Law Partnership.
Sincerely yours,
BUDIARTO LAW PARTNERSHIP

WIDJOJO BUDIARTO
NIA 92.10155

EXECUTIVE SUMMARY
This Report, which summarizes the results of our legal due diligence review in relation to the
Project, should be read in full. However, we believe that the matters set out in this Executive
Summary may be of particular concern or interest to the addressee.
NO
SUMMARY
ISSUE/ANALYSIS
CORPORATE
1.

Deed No. 32No. 54, was made on July


19, 1996May 11, 1994 (Deed of
Establishment),
before
Ny.
Rukmasanti Hardjasatya S.H., Linda
Ibrahim, S.H., then a Notary in Central
Jakarta.
the Deed of Establishment has been
approved by the MOLHR Minister of
Justice on NovemberJuly 297, 19968
pursuant
to
Decree
No.C210.700HT.01.01.Th.96No.
C2-9686
HT.01.01.TH.98,
and
also
been
registered with the Company Registrar
on June 12, 1997, with registration No.
8112/BH.09.05/VI/97January 31, 2001,
with
registration
No.
095/BH
09.01/5/2001.

The date of Deed of Establishment


stated on Minister of Justice approval
is different from the original deed.
We were not provided with the
documents
evidencing
the
announcement
of
Deed
of
Establishment in the State Gazette
and documents evidencing the
registration
of
the
Deed
of
Establishment in the Company
Registrar maintained by Company
Registrar
Office.registration
with
company registrar and-

PT OLAM[*] was not a legal entity


during the period between the date of
establishment on July 19, 1996May 11,
2007
until the date of Minister of
JusticeMOLHR approval on November
29, 1996July 27, 1998.
The Deed of Establishment had later
been announced in the State Gazette
No. 104; Supplement of State Gazette
No. 7645 dated December 29,
1998State
Gazette
No.
4863;
Supplement of State Gazette No. 40
dated 17 Mei 2002..
Note:
The approval of this Deed of
Establishment was given together with
the approval of Deed No. 127/1996.
The announcement of the Deed of
Establishment in the State Gazette was
stated together with Deed No. /
1127/1996 in the State Gazette 4No.
4863, Supplement of State Gazette No.
40 dated 17 Mei 2002.

2.

Deed of Amendment of Article of


AssociationDeed No. 29 (Deed No.
29/1996)127/1996
concerning
Amendment of Article of Association,
was made on OctoberSeptember 1623,
1996
before
Ny.
Rukmasanti
Hardjasatya S.H., then a Notary in
Central JakartaLinda Ibrahim, S.H.,
then a Notary in Jakarta.

Note:
The approval of this Deed No. 29/1996
was given together with the approval of
Deed of Establishment.
The announcement of the Deed No.
29/1996 in the State Gazette was
stated
together
with
Deed
of
Establishment in the State Gazette No.
104; Supplement of State Gazette No.
7645 dated December 29, 1998.
Deed No. 127/1996 has been approved
by
MOLHR
No.
C2-9686
HT.01.01.TH.98 on July 27, 1998 and [*]
had been registered with the Company
Registrar on January 31, 2001, with
registration No. 095/BH 09.01/5/2001.
Deed No. 127/1996 had later been
announced in the State Gazette No.
4863, Supplement of State Gazette No.
40 dated 17 Mei 2002.
3.

Deed of Amendment of Article of


Association No. 17 (Deed No.
17/2006), made on December 21, 2006
before Charles Hermawan, S.H., then a
Notary in Tangerang.

Deed No. 17/2006 has been approved


by MOLHR No. W29-00004 HT.01.04TH.2007 dated January 2, 2007 and
Deed No. 17/2006 has been registered
with the Company Registrar on January
02, 2007, with registration No. 327/BH
09.0/1/I/2007;
Deed No. 17/2006 has also been
announced in the State Gazette No.
3331; Supplement of State Gazette No.
28 dated 05 April 2007.
4.

Deed No. 05/2008338/2008 concerning


Amendment of Article of Association,
was made on July 3, 2008, before
Ashoya Ratam, SH., MKn, then a
Notary in Bekasi. August 22, 2008
before Aulia Taufani, S.H., substitute to
Sutjipto, S.H., then a Notary in Jakarta

We were not provided with the


documents
evidencing
the
announcement of Deed No. 05/2008
338/2008 in the State Gazette and
documents evidencing the registration
of the Deed No. 05/2008 338/2008 in
the Company Registrar maintained by
4

5.

Deed No. 05/2008 has been approved


by
MOLHR
No.
AHU53518.AH.01.02.Tahun 2008 on August
21, 2008.Deed No. 338/2008 has been
approved by MOLHR No. AHU41537.AH.01.02.Tahun.2009
dated
August 26, 2009.

Company Registrar Office.

The authorized and paid-up capital of


PT OLAM[*] pursuant to Deed No.
32/200317/2006.

We were not provided with any


documents evidencing payment of
capital
contribution
from
Olam
International LtdWardono Asnim and
Sunny G VergheseTjong Nelly
Permatasari, in respect of the
increase of authorized and paid up
capital of PT OLAM[*] pursuant to
Deed No. 32/200317/2006.

There is an enlargement of authorized


capital
from
Rp
1,628,900,000.Rp250,000,000.- to Rp 2,559,700,000.Rp40,000,000,000.and paid-up
capital
from Rp 1,628,900,000.Rp100,000,000.to
Rp
2,559,700,000.-.Rp10,000,000,000.6.

Register of Shareholder

We were not provided with the


Register of Shareholder of PT
OLAM[*].

7.

Special Register

We were not provided with Special


Register of PT OLAM[*].

LICENSING
1.

PT DUS [*] holds several Letter of


Company Domicile as follows :
(a)

Letter of Company Domicile of


Domicile
(Surat
Keterangan
Domisili Perusahaan or SKDP)
No. 71/1.824/11/2001 dated May
11, 2001 valid until May 11, 2002

(b)

Letter of Company Domicile No.


503/085/VIII/2004 dated August
24, 2004 valid until August 24,
2005 (Branch Office in Cilacap)

(c)

Letter of Company Domicile No.


182/1.824/IX/2004
dated
September 23, 2004 valid until
September 23, 2005;

(d)

Letter of Company Domicile No.


117/1.824/2005 dated October 25,
2005 valid until October 25, 2006;

(e)

Letter of Company Domicile No.


503/094/IX/2006
dated
September 9, 2006 valid until
September 9, 2007;

(f)

Letter of Company Domicile No.


443/1.824/2007 dated October
30, 2007 valid until October 30,

eof PT OLAM.-

2008;

2.

(g)

Letter of Company Domicile No.


005/1.824/2008 dated January 7,
2008 valid until January 7, 2009

(h)

Letter of Company Domicile No.


242/1.824/2011 dated June 10,
2011 valid until June 10, 2012;

(i)

Letter of Company Domicile No.


175/1.824.1/10 dated July 6, 2010
valid until July 6, 2011

(j)

Letter of Company Domicile No.


244/1.824/2012 dated May 30,
2012 valid until May 30, 2013;

(k)

Letter of Company Domicile No.


319/1.824/2013 dated May 2,
2013 valid until May 2, 2014;

(l)

Letter of Company Domicile No.


187/1.824/2014 dated April 15,
2014 valid until April 15, 2015

(m)

Letter of Company Domicile No.


2959/27.1.1/31.74.05.1001/1755.13/2015 dated April 16,
2015 valid until April 16, 2016 No:
0008/1.824.1/13, dated January
10, 2013, was valid until January
10, 2014

PT DUS[*] holds several Certificate of


Company Registration (Tanda Daftar
Perusahaan or TDP) as follows :
(a)

TDP No. 09.05.1.71.41167 issued


on October 10, 2003 valid until
June 25, 2006;

(b)

TDP No. 09.05.1.15.41167 issued


on March 30, 2004 valid until
June 25, 2006;

(c)

TDP No. 09.05.1.15.41167 issued


on June 28, 2011 valid until June
25, 2011;

(d)

TDP No. 09.05.1.15.41167 issued


on 7 December 2007 valid until
June 25, 2011;

(e)

TDP No. 09.05.1.15.41167 issued


on January 15, 2008 valid until
January 15, 2013;

(f)

TDP No. 09.03.1.15.60177 issued


on April 30, 2009 valid until
January 15, 2013;

3.

(g)

TDP No. 09.03.1.10.60177 issued


on July 21, 2011 valid until
January 15, 2013;

(h)

TDP No.
09.03.1.10.60177
issued on January 7, 2013 valid
until January 15, 2018;

(i)

TDP No. 09.03.1.10.60177 issued


on February 25, 2015 valid until
January 15, 2018.
.No: 09.01.1.51.07276, dated
February 01, 2010, valid until July
07, 2014.

PT DUS [*] holds several Tax File


Number (Nomor Pokok Wajib Pajak or
NPWP) and relating documents as
follows:
(a)

NPWP number 02.062.239.5022.000 issued by DUS Office at


Menara Batavia

(b)

NPWP number 02.062.239.5073.000 issued by DUS Office at


Gandaria Office 8

(c)

NPWP number
522.001 (Factory)

(d)

Notification
Letter
No.
S1934/WPJ.06/KP.1005/2004
for
Free Income Tax (PPh) issued by
Directorate General of Taxation
dated September 27, 2004

We were not provided with Taxpayer


Registration
(Surat
Keterangan
Terdaftar or SKT)-

02.062.239.5-

(e)

Notification
Letter
No.
S.995/WPJ.06/KP.1010/2006 for
Equalization of Income Tax (PPh)
Article 22 Import and PPN Import
issued by Directorate General of
Taxation dated July 11, 2006
No. 01.654.019.7-045.000 issued on
July 31, 1996June 15, 1994 in the name
of [*]; and
Taxpayer
Registration
(Surat
Keterangan Terdaftar or SKT) No.
PEM-00152/WPJ.21/KP.0403/2012[*]
issued on February 20, 2012[*] in the
name of [*].
4.

PT DUS[*] holds several Taxable


Entrepreneur Number (Pengusaha
Kena Pajak) and relating documents
No. PEM-00153/WPJ.21/KP.0403/2012
[*] ollows :
(a)

oaxable Entrepreneur Number (-

Statement of Tax Registration No.


7

PEM
95/WPJ.04/KP.1003/2001
issued by Directorate General of
Taxation dated June 14, 2001
(b)

Statement of Tax Registration No.


PEM-025/WPJ.05/KP.0503/2001
issued by Directorate General of
Taxation dated May 16, 2001

(c)

Letter of Taxable Entrepreneur


Number
No.
PEM212/WPJ.05/KP.1103/2003 issued
by Directorate General of Taxation
dated October 1, 2003

(d)

Statement of Tax Registration No.


PEM61/PB/WPJ.05/KP.1103/2003
issued by Directorate General of
Taxation dated September 30,
2003

(e)

Moving
Letter
No.
PEM924/WPJ.06/KP.0803/2003 issued
by Directorate General of Taxation
dated September 30, 2003

(f)

Notification
Letter
No.
S212/WPJ.05/KP.1103/2003
regarding Tax Invoice dated
October 1, 2003

(g)

Moving
Letter
No.
PEM795/WPJ.06/KP.0903/2004 issued
by Directorate General of Taxation
dated August 26, 2004;

(h)

Statement of Tax Registration No.


PEM01725/WPJ.06/KP.1203/2008
issued by Directorate General of
Taxation dated July 21, 2008

(i)

Statement of Tax Registration No.


PEM01726/WPJ.06/KP.1203/2008
issued by Directorate General of
Taxation dated July 21, 2008

(j)

Letter of Taxable Entrepreneur


Number
No.
PEM00151/WPJ.06/KP.1203/2011
issued by Directorate General of
Taxation dated June 24, 2011;

(k)

Statement of Tax Registration No.


PEM-00150WPJ.06/KP.1203/2011
issued by Directorate General of
Taxation on June 24, 2011; is
registered
as
Taxable
8

Entrepreneur on February 20,


2012.
5.

PT DUS[*] holds several


TradingIl
Business License (Surat ljin Usaha
Tetap Perdaganganri) and othent issued
by Investment Coordinating Board
(BKPM) as follows :
(a)

Industrial Business License No.


583/T/INDUSTRI/2005 dated July
7, 2005

(b)

Industrial Business License No.


322/T/INDUSTRI/2009
dated
April 2, 2009

(c)

Letter of Approval for Amendment


of
Project
Location
No.
297/B.2/A.6/2003
issued
by
Investment Coordinating Board
(BKPM) dated October 20, 2003

(d)

Letter of Approval for Change of


Office
Address
No.
120/B.3/A.7/2003
issued
by
Investment Coordinating Board
(BKPM) dated October 27, 2003

(e)

Letter of Approval for Extension of


Project
Completion
No.
73/III/PMDN/2004
issued
by
Investment Coordinating Board
(BKPM) dated June 22, 2004

(f)

Letter
of
Assignment
for
Machinery
Verification
No.
141/B.3/A.6/2004
issued
by
Investment Coordinating Board
(BKPM) dated June 21, 2005

(g)

Letter of Approval for Status


Amendments from PMDN into
PMA issued by Investment
Coordinating Board (BKPM) No.
236/V/PMA/2007
dated
December 3, 2007

(h)

Letter of Approval for Change of


Office
Address
No.
371/B.3/A.9/2008
issued
by
Investment Coordinating Board
(BKPM) dated August 19, 2008

We were not provided with Approval


of ember 3, 2007SK BKPM No.
371/B.3/A.9/2008 dated August 19,
200Letter
Apal
for
Status
Amendments from PMDN into PMA
issued by BKPM
-

(i)

Letter
of
Limited
Importer
Identification
Number
No.
25/APIT/2008/PMA issued by
Investment Coordinating Board
(BKPM) dated January 18, 2008

(j)

Letter of Approval for Change of


Office
Address
No.
142/1/IU/III/PMA/INDUSTRI/2011
issued
by
Investment
Coordinating Board (BKPM) dated
July 13, 2011

) No. 02988-02/PM/1.824.2710 605


Janis valid until and has to be reregistered on October 23, 20216 issued
by Capital InvestmeFebruary 6, 2017.
6.

PT DUS holds several permits for


import/export activities as follows:
(a)

Letter
No.
6475/DAGLU.4.2/XI/2003
for
Import
Goods
issued
by
Department of Industrial and
Trade dated November 21, 2003
with attachment

(b)

Letter No. 245/DAGLU.4.2/I/2004


for Import Goods issued by
Department of Industrial and
Trade dated January 12, 2004
with attachment;

(c)

Letter No. 883/DAGLU.4.2/II/2004


for Country of Origin Amendment
issued by Department of Industrial
and Trade dated February 6,
2004;

(d)

Letter
No.
2885/DAGLU.42/V/2004 for Extension Letter No.
245/DAGLU.4.2/I/2004 issued by
Department of Industrial and
Trade dated May 28, 2004;

(e)

Letter
No.
2487/DAGLU.4.2/IV/2004 for Port
of Destination Amendment issued
by Department of Industrial and
Trade dated April 28, 2004;

(f)

Letter
No.
4620/DAGLU.4.2/IX/2004
for
Second Extension of Letter No.
245/DAGLU.4.2/I/2004 issued by
Department of Industrial and

10

Trade dated September 1, 2004;


(g)

Letter
No.
6645/DAGLU.4.2/XII/2004
for
Import
Goods
issued
by
Department of Industrial and
Trade dated December 29, 2004
with attachment;

(h)

API-T Holder (DUS) for Sugar


dated March 18, 2005 and valid
until March 17, 2010

(i)

API-T Holder (DUS) for Electronic


and its Components dated
February 26, 2004 and valid until
February 24, 2009

(j)

API-T Holder (DUS) for Electronic


and its components (Extension
and Amendment) dated March 18,
2009

(k)

API-T Holder (DUS) for Sugar


(Amendment) dated March 25,
2009

(l)

API-T Holder (DUS) for Sugar


(Amendment) dated January 21,
2008

(m)

API-P (Angka Pengenal Importir


Produsen)
No.
090500712-B
issued by Ministry of Trade dated
September 10, 2012;

(n)

Trade Business License (SIUP)


No. 1.420/09-01/PB/V/2001 dated
29 May 2001

(o)

Trade Business License (SIUP)


No. 0351/1.824.51 dated 10
February 2004

(p)

Trade Business License (SIUP)


No. 02551/1.824.271 dated 14
June 2006

(q)

Trade Business License (SIUP)


No. 05088/1.824.271 dated 3
December 2007

(r)

Recommendation Letter for Raw


Sugar Importer Producer No.
27/IAK/IV/2005
issued
by
Directorate General of Chemical
and Agro Industry dated April 25,
2005

(s)

Application

Letter

for
11

Recommendation No. 050/DirDUS/Daglu-Indag/III/05


dated
March 23, 2005 issued by DUS
(t)

Acknowledgement of Importer
Producer for Raw Sugar No.
504/DAGLU/IP/5/2005 dated May
20, 2005;

(u)

Letter for Securitization of Import


Raw Sugar No. 511.1/2942 issued
by Department of Industrial and
Trade on September 2005 (date
unknown);

(v)

Acknowledgement of Importer
Producer for Raw Sugar No.
927/DAGLU/IP/9/2005
dated
September 29, 2005;

(w)

Recommendation Letter for Raw


Sugar Importer Producer No.
577/IAK/V/2006
issued
by
Directorate General of Chemical
and Agro Industry dated May 15,
2006

(x)

Application Letter No. 018/DirDUS/IKAHH/IV/06


for
Recommendation of IP Raw
Sugar issued by DUS dated May
18, 2006

(y)

Acknowledgement of Importer
Producer for Raw Sugar No.
495/DAGLU/IP/7/2006 dated July
3, 2006;

(z)

Recommendation Letter for Raw


Sugar Importer Producer No.
1369/IAK/12/2006
issued
by
Directorate General of Chemical
and
Agro
Industry
dated
December 22, 2006

(aa) Application
Letter
for
Recommendation No. 049/DirDUS/IKAHH/XI/06
dated
November 20, 2006 issued by
DUS
(bb) Acknowledgement of Importer
Producer for Raw Sugar No.
32/DAGLU/IP/1/2007
dated
January 11, 2007;
(cc) Application Letter for Importation
of IP Raw Sugar No. 001/DirDUS/Daglu/I/07 dated January 5,
12

2007
(dd) Recommendation Letter for Raw
Sugar Importer Producer No.
1151/IAK/09/2007
issued
by
Directorate General of Chemical
and
Agro
Industry
dated
September 24, 2007
(ee) Acknowledgement of Importer
Producer for Raw Sugar No.
576/DAGLU/IP/11/2007
dated
November 5, 2007;
(ff)

Application Letter for Importation


of IP Raw Sugar No. 017/DirDUS/Daglu/X/07 dated 1 October
2007

(gg) Letter of Distribution for Raw


Sugar
No.
1357/IAK/11/2007
dated November 19, 2007
(hh) Acknowledgement of Importer
Producer for Raw Sugar No.
04.IP-04.12.0083
dated
December 18, 2012;
(ii)

Acknowledgement of Importer
Producer for Raw Sugar No.
04.IP-04.13.0099 dated April 12,
2013;

(jj)

Acknowledgement of Importer
Producer for Raw Sugar No.
04.IP-04.13.0114 dated June 21,
2013;

(kk) Acknowledgement of Importer


Producer for Raw Sugar No.
04.IP-04.13.0126
dated
November 19, 2013;
(ll)

Acknowledgement of Importer
Producer for Raw Sugar No.
04.IP-04.13.0135
dated
December 13, 2013;

(mm) Acknowledgement of Importer


Producer for Raw Sugar No.
04.IP-04.14.0004 dated March 10,
2014
(nn) Letter No. 224/Pabean/2004 for
Import Duty Facility issued by
Investment Coordinating Board
(BKPM) dated 2 August 2004
(oo) Letter No. 244/Pabean/2005 for
Import Duty Facility issued by
13

Investment Coordinating Board


(BKPM) dated 21 July 2005
(pp) Letter No. 242/Pabean/2006 for
Import Duty Facility issued by
Investment Coordinating Board
(BKPM) dated 26 July 2006
(qq) Letter
No.
48/A.6/2007
for
Extension Application of Import
Duty Facility issued by Investment
Coordinating Board (BKPM) dated
5 April 2007
(rr)

Application Letter for Extension


Application Import Duty Facility
issued by DUS No. 05/DUSDir/III/2007 dated 15 March 2007

(ss) Extension of Import Duty Facility


Period for DUS issued by
Investment Coordinating Board
(BKPM) No. 326/Pabean/2007,
dated 26 October 2007
(tt)

Letter of Amendment of Limited


Importer Identification Number
(APIT) No. 440/APIT/2003 PMDN
issued
by
Investment
Coordinating Board (BKPM) dated
October 15, 2003

(uu) Letter of Amendment of Limited


Importer Identification Number
(APIT) No. 440/APIT/2003 PMDN
issued
by
Investment
Coordinating Board (BKPM) dated
November 14, 2003

Angka Pengenal Importir or API-U)


No. 09er 2012 issued by Departme
operatv
API-U) edium-scale Business of
Jakarta;
Eksportir Kopi Sementara or13 dated 1
August 2013 issu by Droreign Trade;
Importir Terdaftar orarments (jute bags)
No .0.cial Importers Identification
Number (Nomor Pengenal Importir
Khusus or) fr until 4 October 2016;
(Nos No. 1.09.05.07.95701 dated 27
Septemb2017;
NPIK) r textile and textile produs
14

1.0905.05.04169 dated 27 Septemb012


Surat
Pembebasan
Keterangan
Pencantuman Label dalam Bahasa
IndoOctober 20
7.

PT DUS holds several Customs Identity


Registration Number (Nomor Identitas
Kepabeanan or NIK) as follows :
(a)

Notification Letter for Registration


No. S-011339R/BC.1/2004 issued
by Indonesian Customs and
Excise dated August 31, 2004;

(b)

Notification Letter for Explanation


of
GB
Bond
No.
S/1919/BC.2/2005
issued
by
Indonesian Customs and Excise
dated August 31, 2005

(c)

Customs and Excise Number


01.011339 issued by Directorate
General of Customs and Excise
dated October 31, 2011

(d)

Customs and Excise Number


01.011339 issued by Directorate
General of Customs and Excise
dated October 11, 2012

.
8.

[*] holds Fishery Business License


(Surat Izin Usaha Perikanan or IUP)
No. 01.02.01.0198.0897, issued on
January 19, 2012 in the name of PT
Karya Cipta Buana Sentosa.

The address of [*] stated in the IUP is


inconsistent with its address in the
Letter of Domicile. Pursuant to the
Letter of Domicile, the current
domicile of [*] is at Jl. Cilincing Raya
11 RT. 012 RW. 002, Kel. Lagoa, Kec.
Koja, Jakarta Utara.

9.

Foreign Investment Approval orishing


Licenses issued by BKPM. (Surat Izin
Penangkapan Ikan or SIPI).

We were not provided with :


1. Periodic
Investment
Report (LKPM);

Activity

PT DUS[*] holds several ciple and


busiSIPIs icenseal of investmet along 2. Letter of Domestic Investment
with its amendment and expansion as
Approval issued by BKPM No.
follows:
94/I/PMDN/2001 dated June 4,
2001 jis. 297/B.2/A.6/2003 dated
(a) Approval of Office Address
20 year 2003
Amendment issued by Investment
Coordinating Board (BKPM) dated 3. No. 73/III/PMDN/2004 tanggal 22
July 13, 2011;
Juni 2004.
We were not provided with any
15

(b)

Principle
License
No.
1145/I/IP/PMA/2014 dated April
14, 2014 issued by Investment
Coordinating Board (BKPM)

(c)

Letter of Approval of Domestic


Investment issued by Investment
Coordinating Board (BKPM) No.
94/I/PMDN/2001 dated July 4,
2001;

(d)

documents evidencing the compliance


of SIPIs provisions by [*] as the SIPIs
holder, such as fish catches report to
the local ports authority and quality
control statement letter.
These SIPIs were
issued in
conformity with Surat Izin Usaha
Perikanan (Fishery Business License)
No. DIS.PKL.5/SD3.056/API/NTT/2009
which we were not provided with.

Letter of Approval for Expansion


of Domestic Investment issued
by Investment Coordinating Board
(BKPM) No. 75/II/PMDN/2001
dated December 11, 2001;

(a)
OLA
1. SIPI
No.
523.37/48/KPPTSP/2012,
dated March 05, 2012, issued
by
One
Stop
Licenses
Application Service Office of
Nusa Tenggara Timur Province
(Kantor Pelayanan Perizinan
Satu Pintu Provinsi Nusa
Tenggara Timur or KPPTSP);
2.
3. eicense No. 01/T/PRAN/1997
dated 6ary 1
4. BKPM
Approval
No.
583/T/PERDAGANGAN/1999
on
Permanent
Business
License
and
Business
Expansion dated 22 October
1999 valid until April 2029;
5.

on Permanent Business
License and Businsxpauntil July
2034;
6. BKPM
Approval
No.
987/T/INDUSTRI/2006
on
Permanent Business License
and Business Expansion dated
22er 2006ust 2036;
SIPI

No.
523.37/49/KPPTSP/2012,
dated March 05, 2012, issued by
KPPTSP;

SIPI No. 523.37/47/KPPTSP/2012,


dated March 05, 2012, issued by
KPPTSP;
SIPI

No.

523.37/136/KPPTSP/2012,
16

dated July 20, 2012, issued by


KPPTSP;
SIPI

No. 523.37/137/KPPTSP/2012,
dated July 20, 2012, issued by
KPPTSP;

SIPI

No. 523.37/179/KPPTSP/2012,
dated October 16, 2012, issued
by KPPTSP.

10.

Fish Transporter Vessel License (Surat


Izin Kapal Pengangkut Ikan or SIKPI).

We were not provided with any SIKPI


license of [*].

11.

Certificate of Good Manufacturing


Practices
(Sertifikat
Kalayakan
Pengolahan or SKP).

[*] holds several SKPs as follows:

12.

(a)

Certificate
of
Good
Manufacturing
Practices
(Sertifikat
Kalayakan
Pengolahan)
No:
717/31/SKP/BK/VII/2012 issued
by
the
Fisheries
Product
Processing
and
Marketing
Directorate General of Ministry of
Maritime and Fisheries on July
17, 2012;

(b)

Certificate
of
Good
Manufacturing
Practices
(Sertifikat
Kalayakan
Pengolahan)
No:
653/53/SKP/BK/VI/2012 issued
by
the
Fisheries
Product
Processing
and
Marketing
Directorate General of Ministry of
Maritime and Fisheries on June
12, 2012;

(c)

Certificate
of
Good
Manufacturing
Practices
(Sertifikat
Kalayakan
Pengolahan)
No:
654/53/SKP/BK/VI/2012 issued
by
the
Fisheries
Product
Processing
and
Marketing
Directorate General of Ministry of
Maritime and Fisheries on June
12, 2012.

(d)
Special Terminal Licenses.

We take note that [*] runs a Special


(Sea) Terminal in Maumere. However,
we were not provided with any
documents
evidencing
Special
Terminal Licenses, such as Stipulation
of Special Terminal Area, Special
Terminal Construction Permit, Special
17

Terminal Operation Permit, and all its


supporting documents.
13.

[*] holds Special Sea Transportation


Operational License (Surat Izin Operasi
Perusahaan Angkutan Laut Khusus or
SIOPSUS)
No.
BXXV-539/AL.58
issued by Directorate General of Sea
Transportation on February 20, 2002
and valid in territory of Republic of
Indonesia for as long as [*] performs its
business activities.

14.

[*] holds Fishery Business Registration


Certificate
(Tanda
Daftar
Usaha
Perikanan) No: 02.2356-6/1-823.67
issued by Governor of the Province of
Special Region of Capital City of
Jakarta on April 23, 2012 and is valid
until April 23, 2013.

15.

Licenses of [*]DUS branch and/or


representatives office.

We were not provided with any


regular licenses which are required by
governing laws and regulations for [*]
PT DUS to set up a branch and/or
representatives office in Maumere
Cilacap
such as SKDP Cabang,
Laporan Pembukaan Cabang, TDP
Cabang, and NPWP Cabang.

[*DUS Branch Office ] holds Nuisance


Permit (Surat Izin Gangguan) No:
KPPT.503.c/55/PB/11/2011 issued by
One Stop Licenses Application Service
Office of Sikka Regency on February
21, 2011 503/011/I/27/2004 issued by
Cilacap Local Government dated
January 27, 2004
; and
Business Location Permit (Surat Izin
Tempat Usaha) No. 503/002/35/Tahun
2004/Cp.
Regarding
Building
Construction Permit issued by Cilacap
Regent on January 2004 (date
unknown)
No:
KPPT.503.c/55/PB/II/2011, issued by
One Stop Licenses Application Service
Office of Sikka Regency on February
21, 2011.
16.

Approval of Environmental Management


Attempt
(Upaya
Pengelolaan
Lingkungan
or
UKL)
and
Environmental Supervision Attempt
(Upaya Pemantauan Lingkungan or
UPL) and Environmental License (Izin
Lingkungan)

We were not provided with any


documents
evidencing
[*]s
compliance of environmental laws
applicable in Indonesia.

AGREEMENT
Agreement.

We were not provided with any


agreement executed and entered into
by PT OLAM[*].
18

ASSETS
Our search on this section is based on
the List of Assets in Maumere [*]
provided by [*] to us.
Based on the List, [*] owns several
assets such as Office Buildings,
Dormitories, Warehouse, Vessels, Cars,
Machineries, Office Stationaries, and
other moveable assets, with the details
as elaborated below:

Other than stated on this section, we


were not provided with any more
documents evidencing the ownership
of moveable assets of [*] in Maumere.
We were also not provided with list of
assets in Jakarta and Larantuka.

[*] has a Right to Build (Hak Guna


Bangunan) over a piece of land
measuring 10,375[*] m2 pursuant to
Right
to
Build
Certificate
No:
02/Wailolong[*] , issued on March 22,
2006[*], and valid until June 22, 2018[*].
[*] has several vessels, pursuant to the
following:
Registration Certificate No: 327, dated
October 20, 2004, issued by
Boat Registration Officer of
Tanjung Priok;
Registration Certificate No: 329, dated
November 02, 2004, issued by
Boat Registration Officer of
Tanjung Priok;
Registration Certificate No: 330, dated
November 02, 2004, issued by
Boat Registration Officer of
Tanjung Priok;
Registration Certificate No: 513, dated
August 19, 2005, issued by Boat
Registration Officer of Tanjung
Priok;
Registration Certificate No: 89, dated
May 22, 2007, issued by Boat
Registration Officer of Maumere;
Registration Certificate No: 111, dated
January 21, 2008, issued by
Boat Registration Officer of
Maumere.
LIABILITIES
Liabilities.

We were not provided with financial


statement of [*], therefore we have no
information regarding [*]s liabilities.

LABORS
19

Employment.

We have examined list of [*]


employees in Maumere[*]. However,
we were not provided with legal
documents evidencing employment
contract, and mandatory employment
documents, such as mandatory
manpower report, report of corporate
manpower welfare facilities, and
evidence of the provident fund
program payment/participation.

LITIGATION
Impending Litigation.

Our searches did not reveal any current


or recent litigation proceedings involving
[*].

20

1.

DEFINITIONS

Unless otherwise defined, all and any words or terms used in this Report shall have the
following meanings:
AMDAL

Analisis Mengenai Dampak Lingkungan

BANI

means Badan Arbitrase Nasional Indonesia or Indonesian


National Board of Arbitration

BKPM

means Badan Koordinasi Penanaman Modal or Capital


Investment Coordinating Board

BLP

Budiarto Law Partnership

Company Law

Law No. 40 Year 2007 concerning Limited Liability


Companies

DT

Department of Trade Republic of Republic of Indonesia

Deed of
Establishment

Deed No. 54 made on May 11, 1994 as defined in page 26

Deed No. 127/1996

Deed of Amendment of Article of Association No. 127 made


on September 23, 1996, as defined in page 27

Deed No. 17/2006

Deed of Restatement of Meeting Resolution No. 17 made on


December 21, 2006, as defined in page 28

Deed No. 338/2008

Deed of Amendment of Article of Association No. 338 made


on August 22, 2008, as defined in page Error: Reference
source not found

GMOS

means Rapat Umum Pemegang Saham or General Meeting


of Shareholders as defined in page 24

GR.20/2010

means Government Regulation No.


concerning Transportation in Waters

20

Year

2010

GR.27/2012

means Government Regulation


concerning Environmental License

No.

27

Year

2012

GR.51/2002

means Government
concerning Ships

Regulation

No.

51

Year

2002

GR.61/2009

means Government Regulation


concerning Harbor Affairs

No.

61

Year

2009

[*]

KTP

means Kartu Tanda Penduduk or Identity Card

Law No. 03/1982

means Law No. 03 Year 1982 concerning Company


Registration Obligation
21

Law No. 13/2003

means Law No. 13 Year 2003 concerning Employment

Law No. 32/2009

means Law No. 32 Year 2009 concerning Environment


Protection and Management

MOLHR

Ministry / Minister of Law and Human Rights Republic of


Indonesia which shall refer also to the predecessors of the
ministry of law and Human Rights

NPWP

means Nomor Pokok Wajib Pajak or Tax File Number as


defined in page 46

NPWP Cabang

means Nomor Pokok Wajib Pajak Cabang or Branchs Tax


File Number as defined in page Error: Reference source not
found

PM. 37/2007

means Minister of Trade Regulation No. 37/MDAG/PER/9/2007 Year 2007 concerning Implementation of
Companys Registration

PM.13/2012

means
Minister
of
Transportation
Regulation
No.PM.13/2012 concerning Ships Registration and
Nationality

PM.30/2012

means Regulation of Minister of Marine and Fishery No.


PER.30/MEN/2012 concerning Fishing Business in Fishery
Management Areas of the Republic of Indonesia (Usaha
Perikanan Tangkap di Wilayah Pengelolaan Perikanan
Negara Republik Indonesia)

Report

means this legal due diligence report, as defined in page 1

SIUP

means Surat Ijin Usaha Perdagangan or Business License


as defined in page 49

SKDP

means Surat Keterangan Domisili Perusahaan or Letter of


Domicile as defined in page 46

SKDP Cabang

means Surat Keterangan Domisili Perusahaan Cabang or


Branchs Letter of Domicile as defined in page Error:
Reference source not found

SKT

means Surat Keterangan Terdaftar or Taxation Registration

SPPT PBB

means Notification on Tax Due of Land and Building Tax


(Surat Pemberitahuan Pajak Terhutang Pajak Bumi dan
Bangunan)

TDP

means Tanda Daftar Perusahaan or Certificate of Company


Registration as defined in page 47

TDP Cabang

means Tanda Daftar Perusahaan Cabang or Certificate of


Branchs Company Registration as required in Article 11
22

paragraph (1) point (d) Law No. 3 of 1982 regarding


Company Registration (Wajib Daftar Perusahaan)
UKL

means Upaya Pengelolaan Lingkungan or Environmental


Management Attempt as defined in page 55

UPL

means Upaya Pemantauan Lingkungan or Environmental


Monitoring Attempt as defined in page 55

23

2.

CORPORATE STRUCTURE

PT DUS is an Indonesian Foreign Capital Investment Company (PMA) and all of


the shares in its share capital are held and owned by foreign legal entity and
Indonesia legal entities [or Indonesian individual].
[*] is an Indonesian limited company and all of the shares in its share capital
are held and owned by Indonesia legal entities.
a.
i.

Legal Background

Company Formation
The following is a summary of steps required under Company Law and by
the MOLHR for the incorporation of a company in Indonesia. It is
noteworthy that the actions were also common under the predecessors of
the Company Law.

Summary of Action Required


Execute Deed of Incorporation containing Articles of Association of the
company before a Notary.
Submit Deed of Incorporation to MOLHR for approval, attaching Letter of
Domicile, Tax File Number and evidence of payment of paid up capital.
Register the company at Company Register maintained by Company
Registrar and obtain Certificate of Company Registration (Tanda Daftar
Perusahaan).
Announce the Deed of Establishment of the company in the Supplement to
the State Gazette (Tambahan Berita Negara).

A company obtained its status as legal person under the Company Law
once its deed of incorporation is approved by the MOLHR.
All actions done by its founders on behalf of a company prior to its
establishment shall bind the Company upon the Company obtaining its
24

legal person status if such actions are accepted or taken over by the first
General Meeting of Shareholders (the GMOS). The GMOS must be
convened within 60 days after the company obtaining its legal person
status, attended by all shareholders of [*]. The resolution passed in this
GMOS has to be voted for by all shareholders of [*]. Failing this, the
founders who entered into the contract shall be personally, jointly and
severally liable for the performed actions and all their consequences.
All actions done by all members of board of directors, board of
commissioners and founders of a company on behalf of the company after
the company is established but prior to the company obtaining its legal
status shall automatically bind the company upon the company obtaining
its legal person status.
ii.

Replacement or Appointment of Board Members; Share Transfers;


and Amendment of Articles
In general, appointment or removal of director or commissioner, share
transfer, amendment to the articles of association (including the issue of
new shares / increase of paid up and subscribed capital and increase of
authorized capital) requires a resolution passed by the GMOS or all
shareholders of the company and the resolution has to be restated in a
Notarial deed. In addition, the following actions have also to be completed:
(i)

in the case of a share transfer or share issue, a report must be


submitted to MOLHR;

(ii)

in the case of an increase in authorized capital, the increase must


be approved by MOLHR;

(iii)

in the case of an increase in subscribed and paid up capital within


the authorized capital threshold, a report must be submitted to
MOLHR;

(iv)

the share transfer, share issue or increase in capital must be


reported to Department of Trade (DT); and

(v)

in the case of amendment to the articles of association, the


amendment must be published in the State Gazette.

In the case of share transfers, the transferor and transferee will sign Deeds
of Transfer (Akta Pemindahan Hak) either under hand or before a Notary.
iii.

Company Officers
The Company Law, following the Dutch Civil Law tradition, adopts a twotier management structure, comprising:
(i)

a Board of Directors (Direksi); and

(ii)

a Board of Commissioners (Komisaris).

Under the two-tier management structure, the basic function of directors is


to manage and represent the company. The role of commissioners is to
supervise and advise the directors. A limited analogy may be made
between the roles of:
(i)

Direksi and common law executive directors; and

(ii)

Komisaris and common law non-executive directors.


25

A company must have at least one director and one commissioner. In the
event there is more than one director, one of the directors may be
appointed as President Director, who generally has the authority to bind a
company under agreements with third parties. In the event there is more
than one commissioner, one of the commissioners can be appointed as
President Commissioner.
Each time there is a change to the members of the Board of Directors or
the Board of Commissioners, the following must take place:
(i)

the shareholders approve the change to the members of the Board


of Directors and/or Board of Commissioners, with such
shareholders' resolution being restated in a Notarial deed form;

(ii)

the change to the members of the Board of Directors and/or the


Board of Commissioners is reported to MOLHR; and

(iii)

the change to the members of the Board of Directors and/or the


Board of Commissioners is reported to DT. Indonesian companies
are not required to maintain a Register of Directors or Register of
Commissioners. Rather, evidence of the current composition of the
Board of Directors and Board of Commissioners is in the form of
Shareholders' Resolutions appointing the directors and
commissioners of the company, which follow steps (i) to (iii) above.

Indonesia has no reliable registry of corporate information which is


available to the public. Accordingly, we are unable to independently verify
the information contained in this Section One by conducting a company
search, which would be standard in other jurisdictions.
iv.

Articles of Association
Under the Company Law, all Indonesian companies were required to
amend their Articles of Association by mid-August 2008, so as to comply
with standard-form Articles of Association which have been issued by the
Ministry of Law and Human Rights. Failure to amend Articles of Association
could ultimately result in an "interested party" to apply for the relevant
company to be wound-up. Since [*] was established after the Company
Law, therefore the Articles of Association of [*] were already complied with
the Company Law pursuant to Deed of Restatement of Shareholders
Resolution No. 338 dated August 22, 2008.
b.
(1)

PT DUS[*]

Deed of Establishment, MOLHR Approval and State Gazette


(a)

Background
(i)

Tthe Deed of Establishment of PT DUS [*] (Deed of


Establishment) which includes the Articles of Association
of PT DUS[*], is contained in Deed No. 18[*], made on
September 21, 2000[*], before Ilmiawan Dekrit Supatmo
S.H.[*], then a Notary in Central Jakarta[*];
a)

Tthe Deed of Establishment has been approved by


the Minister of Justice (MOJ)OLHR on March 22,
[*]
2001
pursuant
to
Decree
No.
C2-.HT.01.01.Th.96No. [*];1;
26

b)
c)
d)
e)
f)

Note:
The approval of this Deed of Establishment was
given together with the approval of Deed No. [*].
Tthe Deed of Establishment has also been
registered with the Company Registrar on June
[*],25, 2001
with registration No. 095/BH
09.01/5/2001951/BH 09.05/VI 2001;

g)
h)

The Deed of Establishment had later been


announced in the State Gazette No. 6907/2006 ;
Supplement of State Gazette No. No. 51 dated
June 27, 2006 on PT DUS dated March 22, 2001;
State Gazette No. [*]; Supplement of State Gazette No. [*]
dated [*].

Akta No. [*[ tertanggal [*] yang telah diamandemen


berdasarka

(ii)

up to the date of this Report, the Articles of Association in


the Deed of Establishment have been amended several
times pursuant to the following deeds:
a)

Deed
of
Amendment
of
Article
of
AssociationMeeting Resolution No. 29[*] ("Deed
No. 29/2001[*]"), made on May 8, 2001,[*] before
E. Betty Budiyanti Moesigit, S.H., Notary in
Jakarta, [*], then a Notary in [*], concerning:

[the approval of shareholders to accept the resignation of [*] and [*] from [*],
therefore [*] shall be managed by [*] and [*]];
-

T[the approval of the amendment of the


article of associationBoad of Directors
(BOD) and Board of Commissioner
(BOC) of PT DUS[*] in accordance with
the change of the shareholders structure]
arti

The approval for transactions of shares of


PT DUSOLAM.

Deed No. [*] has been approved by MOLHR No.


[*] on Novembe[*] and 29/1996[*] had been
registered with the Company Registrar on [*], with
registration No. [*];
Note:
27

The Deed No. 29/2001 refers to the Deed No.


73/2001 before Agus Madjid, S.H., Notary in
Jakarta on June 12, 2001 and has stated in
Notarial Letter No. 325/AM/V/2001 dated May 29,
2001
We were not provided with the approval from MOJ
for Deed No. 29/2001
announcement of Deed No. [*] was stated
together with the Deed of Establishment in Statthe
State Gazette No. [*], Supplement of State
Gazette No.[*] dated [*].
b)

Deed of Meeting Resolution No. 22 ("Deed No.


32/20036", made on August 20, 2003March 2,
1999October 16, 1996, before Veronica Lily
Dharma, S.H Ny. Rukmasanti Hardjasatya S.H.,
then a ncerning:

c)
d)

The approval for transactions of shares of


PT DUS. of PT OLAM;

The approval for the amendment of Article


4 paragraph (2) of Article of Association

,- to be Rp 698,100,000.,-.;

Deed No. 22/2003 has been approved by MOJ No.


C-UM.02.01.14183 C-9432HT.Sep 10, 19992003
Deed No. 22/2003 had been registered with the
Company Registrar on [*]J with registration No.
07.01.2004 842.1/BH.09.05/VI/99
Note:
3/1999[*] was stated together with the Deed of Establishment in the State Gazette No. 74,
Supplement of State Gazette No. 5727 dated September 14, 1999.
We were not provided with the
3/1999, the announcement of Deed No. 3/1999
intained by Company RegistrarOffice.
e)

Deed of Meeting Resolution No. 16 ("Deed No.


16/2003"), made on October 14, 2003, before
Veronica Lily Dharma, S.H ., then a Notary in
Jakarta, concerning :
-

The approval for sale transactions of


shares of PT DUS;

The approval for the amendment of Article


4 paragraph (2) of Article of Association

28

Deed No. 16/2003 has been approved by MOJ No.


C-UM.02.01.18023 on December 23, 2003 and
HT.01.04Th.2003 dated December 09, 2003.
Deed No. 16/2003 had been registered with the
Company Registrar on January, 7 2004 , with
registration No. 0027/RUB.09.05/I/2004.
Announcement in State Gazette No. 95//2004
supplement to the State Gazette No. 09 dated
January 30, 2004 on PT Dharmapala Usaha
Sukses dated December 9, 2003;

f)

Deed of Minutes of Extraordinary General


Meetings of Shareholders No. 21 29"Ded No.
213429/200319996), made on December 15,
20Ocber, oia Lily Dharma, S.H ., then a Notary in
JakartNy. Rukmasanti Hardjasatya S.H., then a
Notary in Central Jakarta, concerning:

The approval of for sale transactions of


shares of PT DUS.;

c
and issued capital from Rp 698,100,0 Rp 930,800

3496 hasbn approve01.04.Th.99[*] on May 27,1 *] had the Company Registrar on June 28,
1999h regist/BH.09.05/VI/99[
Note:
34/1999 wa 3/1999 No. [ment f N99[*].
We were not provided with the approval of Deed
No. 34/1999 21/2003 in thefrom MOJ State and
douments evng the registraeed No. 21/2003 in
the Company Registrar maintained by Company
Registrar Office.
g)
h)
i)
-

No. 239 ("Deed No. 239/19996"), made on October 16June 25, 19996, before Ny.
Rukmasanti Hardjasatya hen a Na, c
The approval regarding the change of PT OLAM.
iation of PT ccordnT O
39/199bved y MO [*] and [*] ha been registewith Comegistrration No. [*];
:
the announcement of Deed No. [*] was stated together with the Deed of Establishment in
the State Gazette No. [*], Supplement of State Gazette No.[*] dated [*].

j)
-

No. 23 ("Deed No. 23/1999"), made on June 25, 1999, before Ny. Ruksai
rdsaythen a NtCentralJ
The approval of the amendment of the artcle of association of PT OLAM in
accordance with the change of
29

No. 2been approv No. [*] d been registeredh tha


:
the announcement of Deed No. [*] No. [*], Supplementof State Gazette No.[*] dated [*].
k)
-

Minutes 2/1999)dme12kmasanti Hardjas., then


regardingcompf Board of Directors of
icle of association of PT OLAM ince witht
No. 1been approv No. [*] d been registeredh thany Reigistration No. [*];
the announcement of Deed No. [*] was stated together with the Deed of Establishment No.
[*], Supplement oate ett

l)
-

Minutes "Deed No. 26/2000"), made on April 27, 2000, before Ny. Ruasti tn
aNotary i tra
PT OLAM.
[*], with registration No. [*];
of Deed No. [*] was stated together with the Deed of Establishment in the State Gazette
No. [*], Supplement of State Gazette No.[*] dated [*].
m)

Deed of Meeting Resolution No. 80 ("Deed No.


80/2006"), made on June 12, 2006, before Eliwaty
Tjitra, S.H., then a Notary in Jakarta , concerning:
-

The capital fro000.,-;approval of the debt


conversion into the capital of shares with
0.000.000;

The approval of the amendment of the


authorized capital from Rp.1.000.000.000
into Rp. 200.000.000.000

The approval of the amendment of the


issued and paid up capital from Rp
600.000.000 into Rp92.800.000.000

The approval of the amendment of in


accordanassociationregarding

Deed No. 2001180/2as been approved by


MOLHRMOJ J 0000 HT.01.04Th.2006 C01679.HT.01.04.TH.26, 2001,[*] and 2 12/2001[*]
had been red with the Company Retrar on
December 7, 2007January , 2002[*], with
registration
No.
3152/RUB
09.05/XII.
1977/RUB.09.
Note:
We were not provided with the announcement of
Deed No. [*]80/2 was stated in state gazette and
supplement to the state gazette was staement of
State Gazette No.191[*] dated January 4, 2002.[*]
30

12/2001 in the State Gazette and documents


evidencing the registration of the De12/2001
n)
-

1999"), made on June 25, 1999, before Ny. Rukmasanti Hardjasatya S.H., then a N
No. [*] on [*] an
of Deed No. [*]
o)
p)

No. 18 ("Deed No. 18/2003"n April 1 before Ny.


Rukm
Deed of Shareholders Circular Resolution No.
1832 ("Deed No. 1832/20073" made on
Augus28November 4, , 20073, before Eliwaty
Tjitra, S.H Ny. Rukmasanti Hardjasatya S.H., then
a Notary in Central Jakarta, concerning: :

q)
and issued capital from Rp 1,628,900,
Deed No. 18/2007 has been approved by MOJ No.
C-05564 HT.01.04-TH.2007 C-25587HT.01.0on
receipt No. CUM.HT.01.10-5398 dated December
07, 2007.
Note :
We were not provided with The evidence of
company registration at Company Registration
Office Jakarta pursuant to deed no. 18 /2007[*]
had
the announcement of Deed No. [*] was stated
together with the Deed of Establishment in the
State Gazette No. [*], Supplement of State
Gazette No.[*] dated [*].
r)

Deed of Statement of Meeting Resolution No. 224


05 ("Deed No. 224/2007"), made on J 3Dr 26,
20078, before Sutipto, S.H., Mkn Ashoya Ratam,
SH., MKn, then a Notary in BekasJakart

icle of association of PT OLAM in accordn


Deed No. 29001007 has been approved by MOJ
LHRJ 2-1-01722.AH.01.02AHU-53518.AH.01.02.
Tahun 2008 onugust January 1521, 2008 and
eegisegistrar oJanuary 15, 2008 with registration
No. AHU-0002714.AH.01.09
Note :
We were not provided with Announcement on the
state gazette and supplement to the state gazette
for deed No. 224/2007 and the evidence of
31

company registration at Company Registration


Office Jakarta,

s)

Deed of Unanimous Written Resolution of


Shareholders No. 40 ("Deed No. 4021/201008"),
made on July 3September 12February 22,
201008, before Asho Rata SH., MKn, then ry in i,
concerning:

Law Number 40 Year 2007 regarding limited liabi

Deed No. 44/2010 has been approved by MO J o.


AHU-01.10-05640 AHU March 2010,08 had been
registered with the Company Registrar on March
8,
2010
with
registration
No.
AHU0017462.AH.01.09.
Note :
We were not provided with The evidence of
company registration at Company Registration
Office Jakarta pursuant to deed No.40/2010
We
were
not
provided
with
the
announcementMOLHR approval of Deed No.
29/1996 21/2008was stated together with the
Deed of Establishment in the State Gazette No.
104; Supplement of State Gazette No. 7645 dated
December 29, 1998.
t)

Deed of Unanimous Written Resolution of


Shareholders
Amendment of Article of
Associatiade on Julymber 26, 201208, before
Ashoya am, ., MKn, then a Notary in BekasSouth
Jakartai, concer
-

The approval of the amendment of Article


of Association;

The approval of the amendment of BOD


and BOC of PT DUS

Deed No. 12/2010 has been approved by MOJ


No. AHU-64062. AH.01.02 on
December 13,
2012 had been registered with the Company
Registrar on December 13, 2012 with registration
No. AHU-0108539.AH.01.09
Deed No. 12/2010 has been notified to the MOJ
pursuant to notification receipt No. AHU-AH.01.1001365 date January 22, 2013 and had been
registered with the Company Registrar on January
22, 2013 No. AHU-0003252.AH.01.09
32

accounting year.
t
Note:
We were not provided with the Announcement on
state gazette and supplement to the state gazette
for deed No. 12/2012 and The evidence of
company registration at Company Registration
Office Jakarta pursuant to deed No. 12/2012.
amendment thereof.th
17/2004", mad16D3, before Ny. Rukmasanti Hardjasatya
S.H., then a Notary in Ceerning:
regarding the change of composition of Board of Directors
of PT OLAM.
43 has been[*] abeen registe
Deed N"e on Nver 14, 2005masanti then a Notary
inCentral J
regarding thef composif Directors of
No. 15 han notfedata changes No. has been
notified by MOLHR No. C-UM.02.0d [*] had been
regired with the ogistra ih
Statemened No. 1/2006"January Ny. kmani Ha
The approval regarding the change of composition of
Board of Directors of PT OLAM.
No. 16 ohen nofied by MOLHR No. CUM.02.01.604 onJ3, 2006, [*] beehe Company
Registra
Statemen"Deed No. 04/2008"), made Jy 28,bhoya
RatmMKn, thnNot
regarding the change of composition of Board of Directors
of PT OLAM.
No. 008 h notifidta changes has been notiHUAH.01.10.18640 on July 25, [*]
u)

Deed of Unanimous Written Resolution of


Shareholders in lieu of an Extraordinary General
Meeting of Shareholders No. 12 (Deed No.
12/20125), made on Fevember 26, 20125, before
Uti R. Abdurachman, S.H., Mli.,Mkn Ashoya
Ratam, S in South Jakarta, concerning:
icle of association of PT OLAM in accordn

Deed No. /202012 has been approved by MOLHR J


NAHUAH.01.10-39471
AHU-AH.01.0September
23ay 12, 0 had been registered with
thmpanRegistrar on September 23, 2013 with
registration No. AHU-0088745.AH.01.09.

33

v)

Deed of Unanimous Written Resolution of


Shareholders No. 27 ("Deed No. 27/2014"), made
on March 18, 2014 , before Ashoya Ratam, SH.,
MKn, then a Notary in Jakarta, concerning :
Deed No. 27/2014 has been approved by MOJ
No.
AHU-00512.40.20.2014
AHU-AH.ember
23April 15, 201en registered with the Compny
Registrar on April 15, 2014 No. AHU00512.40.20.2014
Deed No. 27/2014 has been notified by MOJ No.
AHU-02758.40.22.2014 date April 15, 2014 and
had been registered with the Company Registrar
on April 15, 2014 with registration No. AHU02756.40.22.2014
Note :
We were not provided with Announcement in state
gazette and supplement to the state gazette for
deed no 27/2014 and The evidence of company
registration with Company Registration Office
Jakarta pursuant to deed No. 27/2014.

w)

Deed of Unanimous Written Resolution of


Shareholders in lieu of an Extraordinary General
Meeting of Shareholder No. 3 ("Deed No.
3/2015"), made on February 3, 2015 , before
Ashoya Ratam, SH., MKn, then a Notary in
Jakarta, concerning:
Note :
We were not provided with the evidence of
company registration with Company Registration
Office Jakarta pursuant to deed No. 3/2015 and
notification receipt from MOJ.

x)

Deed of Unanimous Written Resolution of


Shareholders in lieu of an Extraordinary General
Meeting of Shareholder No. 34 ("Deed No.
34/2015"), made on April 24, 2015 , before Ashoya
Ratam, SH., MKn, then a Notary in Jakarta,
concerning:
Deed No. 34/2015 has been approved by MOJ
Decree No. AHU-01.03.0927334 on April 2715,
20154 and had been restered wth the Company
Registrar on April 27, 2015 No. AHU3497372.AH.01.11
Note :
We were not provided with the evidence of
company registration
with
the Company
Registration Office Jakarta pursuant to deed
No.34/2015.
34

Unanimouof an Extraordinary General Meeting of


Shareho

y)
z)

MOLHR approval is different from the orl dee


Deed of Restatement of Meeting Resolution No. [*] (Deed
No. [*]), made on [*] before [*], then a Notary in
[*], concerning:
[The increase of [*] authorized capital from Rp[*],to be Rp[*],-];
[The increase of [*] issued capital from [*] to be
[*],-]
;
[the approval of the amendment of the article of
association of [*] in accordance with the
change of the shareholders struc
Deed No. [*] has been approved by MOLHR No.
[*] dated [*] and Deed No. [*] has been registered
with the Company Registrar on [*], with registration
No. [*];
Deed No. [*] has also been announced in the State
Gazette No. [*]; Supplement of State Gazette No.
[*] dated [*].
(b)

Corporate Structure
The main features of PT[*] D as set out in the documents referred
to in section 2.2 (1) above may be summarized as follows.
(i)

Status of Incorporation
PT DUS [[*] became a separate legal entity on the receipt
of MOLHR MOJ approval on November 29, 1996[*]].

(ii)

Authorized and Issued Capital


Pursuant to the Deed No. 32/2003[*], PT DUS[*]s
authorized capital is Rp 2,559,700,000[*].- divided into
110,000[*] shares, and the paid-up and issued capital of PT
35

DUS[*] is Rp [*]29,700,000.-.- divided into 110,000[*]


shares, each with a nominal value of Rp 23,270[*].-.
All companies incorporated in lndonesia must denominate
their shares in Indonesian Rupiah in the Articles of
Association.
Kurs yang digunakan dalam Olam adalah USD1 sama
dengan [Rp]
(iii)

Shareholders
a)

b)

Pursuant to the Deed of Establishment, the


shareholding structure of PT OLAM[*] was as
follows:
Shareholders

Shares

Amount (Rp)

Olam Holding Ltd

6,435

149,742,450.-

99

Sunny G
Verghese

65

1,512,550.-

Pursuant to the Deed No. 3/1999[*], the


shareholding structure of PT OLAM[*] is as follows:
Shareholders

Shares

Amount
(Rp)

Olam International
Ltd
Sunny G
Verghese

29,935

696,587,450.-

99.78

65

1,512,550.-

0.22

Minta dokumen AJB atau dokumen lainnya yang


menunjukan pengalihan saham dari Olah H ke
Olam L
c)

Pursuant to the Deed No. 34/1999[*], the


shareholding structure of PT OLAM[*] is as follows:
Shareholders

Shares

Amount (Rp)

Olam
International
Ltd
Sunny G
Verghese

39,935

929,287,450.-

99.
84

65

1,512,550.-

0.1
6

Bukti setor disetiap peningkatan modal


d)

Pursuant to the Deed No. 12/2001, the


shareholding structure of PT OLAM is as follows:
Shareholders

Shares

Amount (Rp)

Olam

69,935

1,627,358,450

99.
36

International
Ltd
Sunny G
Verghese
e)

f)

(iv)

65

.,-

1,512,550.-

0.1

Pursuant to the Deed No. 32/2003, the


shareholding structure of PT OLAM is as follows:
Shareholders

Shares

Amount (Rp)

Olam
International
Ltd
Sunny G
Verghese

109,93
5

2,558,158745
0.,-

99.
94

65

1,512,550.-

0.0
6

Pursuant to the Deed No. 16/20151 the


shareholding structure of PT OLAM is as follows:
Shareholders

Shares

Amount (Rp)

Olam
International
Ltd
Sunny G
Verghese
Eko
Purnomowidi

109,70
0

2,552,719,000
.-

99.
72

150

3,490,500.-

150

3,490,500.-

0.1
4
0.1
4

Company Officers
a)

b)

Pursuant to the Deed of Establishment, the


composition of the Board of Directors and the
Board of Commissioners was as follows:
Appointm
ent
Effective
Date

Position

Name

Director

Ashok C Hegde

July 19,
1996

Commissioner

Jagdish A Parihar

July 19,
1996

Pursuant to the Deed No. 3/1999[*], the


composition of the Board of Directors and the
Board of Commissioners was changed as follows:

Position

Name

President
Director

Ashok C Hegde

Appointm
ent
Effective
Date
March 2,
1999
37

Director

Commissioner

c)

Srinivasan V
Padmanabhan
Arsh Deep S B
Sandeep K Jain
Darshan Raiyani
Munish Minocha
Anup Kumar
Jagdish A Parihar

March 2,
1999

March 2,
1999

Pursuant to Deed of Minutes of Extraordinary


General Meetings of Shareholders No. 23 ("Deed
No. 23/1999"), made on June 25, 1999, before Ny.
Rukmasanti Hardjasatya S.H., then a Notary in
Central Jakarta, the composition of the Board of
Directors and the Board of Commissioners was as
follows:
Appointm
ent
Effective
Date

Position

Name

President
Director

Ashok C Hegde

June 25,
1999

Director

Sandeep S Daga
Sankarasubban
Parameswaran
Sandeep K Jain
Darshan Raiyani
Munish Minocha
Murali V Chalam
Jagdish A Parihar

June 25,
1999

Commissioner

June 25,
1999

Note:
We were not provided with the MOLHR notification
receipt of the Deed No. 23/1999.
d)

mposition of the Board of Directors and the Ba


t

e)

mposition of the Board of Directors and the Ba


t

38

f)

as as follows:
t

g)

Pursuant to Deed of Minutes of Extraordinary


General Meetings of Shareholders No. 12 ("Deed
No. 12/1999"), made on November 12, 1999,
before Ny. Rukmasanti Hardjasatya S.H., then a
Notary in Central Jakarta,Minutes "Deed No.
23/1999"made 25, 19 Rukmasanti Haa S.H.,
Directo a t Brdosioners allows:
Appointm
ent
Effective
Date

Position

Name

President
Director

Ashok C Hegde

November
12, 1999

Director

Sandeep S Daga
Sankarasubban
Parameswaran
Sandeep K Jain
Darshan Raiyani
Murali V Chalam
Anup Kumar
Jagdish A Parihar

November
12, 1999

Commissioner

November
12, 1999

Note:
We were not provided with the MOLHR notification
of the Deed No. 12/1999.
h)

Pursuant to Deed of Minutes of Extraordinary


General Meetings of Shareholders No. 26 ("Deed
No. 26/2000"), made on April 27, 2000, before Ny.
Rukmasanti Hardjasatya S.H., then a Notary in
Central Jakarta, Minutes o9"), mad
25,
199efoukmasantS.H., then a N Central of
Comssioners was as follows:
Position

Name

Appointm
ent
Effective
39

Date
President
Director

Rajeev Raina

April 27,
2000

Director

Sandeep S Daga
Sankarasubban
Parameswaran
Sandeep K Jain
Darshan Raiyani
Murali V Chalam
Anup Kumar
Jagdish A Parihar

April 27,
2000

Commissioner

April 27,
2000

Note:
We were not provided with the MOLHR notification
of the Deed No. 26/2000.
i)

Pursuant to Minutes 99"), mde


25,
199efoukmasantS.H., then a N Central Jakarthe
Deed No. 12/2001, the composition of the Board of
Direct

Position

Name

President
Director

Rajeev Raina

March 14,
2001

Director

Sankarasubban
Parameswaran
Sandeep K Jain
Darshan Raiyani
Murali V Chalam
Anup Kumar
Jagdish A Parihar

March 14,
2001

Commissioner

j)

Appointm
ent
Effective
Date

March 14,
2001

Pursuant to Deed of Statement of Shareholders


No. 18 ("Deed No. 18/2003"), made on April 16,
2003, before Ny. Rukmasanti Hardjasatya S.H.,
then a Notary in Central Jakarta, the composition
of the Board of Directors and the Board of
Commissioners was as follows:
Appointm
ent
Effective
Date

Position

Name

President
Director

Murali V. Chalam

April 16,
2003

Director

Niraj M Ghai
Anup Kumar
Praveen Singhavi

April 16,
2003

40

Commissioner

Jagdish A Parihar

April 16,
2003

Note:
We were not provided with the Indonesian
language version of Deed No. 18/2003 as well as
notification from MOLHR regarding data change
thereof.
k)

Pursuant to Deed of Statement of Shareholders


No. 17 ("Deed No. 17/2004"), made on December
21, 2004, before Ny. Rukmasanti Hardjasatya
S.H., then a Notary in Central Jakarta, the
composition of the Board of Directors and the
Board of Commissioners was as follows:
Appointm
ent
Effective
Date

Position

Name

President
Director

Murali V. Chalam

December
21, 2004

Director

Praveen Singhavi
Vikram Aditya
Watal
Anup Kumar
Jagdish A Parihar

December
21, 2004

Commissioner

December
21, 2004

Note:
We were not provided with the Indonesian
language version of Deed No. 17/2004 as well as
notification from MOJ regarding data change
thereof.
l)

Pursuant to Deed of Statement of Shareholders


No. 1 ("Deed No. 1/2005"), made on November
14, 2005, before Ny. Rukmasanti Hardjasatya
S.H., then a Notary in Central Jakarta, the
composition of the Board of Directors and the
Board of Commissioners was as follows:
Appointm
ent
Effective
Date

Position

Name

President
Director

Darshan Raiyani

November
14, 2005

Director

Praveen Singhavi
Anup Kumar
Vikram Aditya
Watal
Jagdish A Parihar

November
14, 2005

Commissioner

November
14, 2005

41

Deed No. 1/2005 has been notified to MOLHR as


evidenced by the letter of notification of data
changes No. C-UM.02.01.18276 dated December
15, 2005.
m)

Pursuant to Deed of Statement of Shareholders


No. 1 ("Deed No. 1/2006"), made on January 4,
2006, before Ny. Rukmasanti Hardjasatya S.H.,
then a Notary in Central Jakarta, neral Meetings of
Shareholders No. June 25, 1999, before Ny.
Rukmasadjasatythen a NtCentralJrta
Appointm
ent
Effective
Date

Position

Name

President
Director

Darshan B
Raiyani

January 4,
2006

Director

Praveen Singhavi
Sunil Kumar
Agarwal
Vikram Aditya
Watal
Virender Kumar
Verma
Jagdish A Parihar

January 4,
2006

Commissioner

January 4,
2006

Deed No. 1/2006 has been notified to MOLHR as


evidenced by the letter of notification of data
changes No. C-UM.02.01.604 dated January 13,
2006.
n)

Pursuant to Deed of Statement of Shareholders


No. 04 ("Deed No. 04/2008"), made on July 3,
2008, before Ashoya Ratam, SH., MKn, then a
Notary in Bekasi, . 23 ("2), madeouneion of the
Board of Directors and the Board of Coners was
as follows:
Appointm
ent
Effective
Date

Position

Name

President
Director

Darshan B
Raiyani

July 3,
2008

Director

Ajay
Badrinarayan
Shastry
Sunil Kumar
Agarwal
Vikram Aditya
Watal
Sumanta Kumar
De
Amit Verma

July 3,
2008

42

Commissioner

Jagdish A
Parihar

July 3,
2008

Deed No. 04/2008 has been notified to MOLHR as


evidenced by the letter of notification of data
changes No. AHU-AH.01.10.18640 dated July 25,
2008.
o)

Pursuant to Minutes "Deed No. 23/1999"), made


on June 25, 1999, before Ny. Ruksai rdsaythen a
Nytral Jaarta No. 21/osition of thef Direct

Position

Name

President
Director

Ajay
Badrinarayan
Shastry
Sunil Kumar
Agarwal
Sumanta Kumar
De
Amit Verma
Jagdish A
Parihar

Director

Commissioner

p)

Appointme
nt
Effective
Date
September
12, 2008
September
12, 2008

September
12, 2008

the Deed No.composition ofard of is and h


m

q)

Pursuant to Deed of Restatement of Meeting


Resolution No. 02 ("Deed No. 02/2010"), made on
June 3, 2010, before Ashoya Ratam, SH., MKn,
then a Notary in Bekasi, the composition of the
Board of Directors and the Board of
Commissioners was as follows:

Position

Name

President
Director

Sunil Kumar
Agarwal

Appointm
ent
Effective
Date
June 3,
2010
43

Director
Commissioner

Sumanta Kumar
De
Amit Verma
Jagdish A
Parihar

June 3,
2010
June 3,
2010

Deed No. 02/2010 has been notified to MOLHR as


evidenced by the letter of notification of data
changes No. AHU-AH.01.10-15800 dated June 24,
2010.
r)

Pursuant to Deed of Statement of Shareholders


No. 19 ("Deed No. 19/2013"), made on January
25, 20130 before before Ashoya Ratam, SH.,
MKn, then a Notary in South JakartaNy.he
composition of the Board of Directors and the
Board of Commissioners was as follows:
Appointm
ent
Effective
Date

Position

Name

President
Director

Devashish
Chaubey

January
25, 2013

Director

Gopalarathanam
Srinivasakumar
Sumanta Kumar
De
Amit Verma
Jagdish A
Parihar

January
25, 2013

Commissioner

January
25, 2013

Deed No. 19/2013 has been notified to MOLHR as


evidenced by the letter of notification of data
changes
No.
AHU-AH.01.10-04475
dated
JanuaryFebruary 106.
s)

Pursuant to Deed of Restatement of Meeting


Resolution No. 48 ("Deed No. 481/201306"),
made on January4Novemr 25, 201306, hoya
Ratam, SH., MKn, then Notary in South JakartaNy.
Rukmasanti Hardjasatya S.H., then a Nrs and the
Board of Commissioners was as follows:
Appointm
ent
Effective
Date

Position

Name

President
Director

Prakash Chand
Jhanwer

November
25, 2013

Director

Gopalarathanam
Srinivasakumar
Amit Verma
Saurabh Rajinder
Suri

November
25, 2013

44

Commissioner

Krishnan Sridhar

November
25, 2013

Deed No. 48/20130 as been notified to MOLHR as


evidenced by the letter of notification of data
changes
No.
AHU-AH.01.10-53203
C-Ued
December 913, 2016.
(c)

Purposes and Objectives


Pursuant to Deed No. 05/2008[*], the purposes and objectives of
PT DUS[*] are to undertake business in the field of traing (export,
import, and main distributor) and industry of a[*],. In order to
achieve the purposes and objectives as mentioned above, PT
OLAM[*] shall perform its business specifically by conducting these
activities:

(i)

[Agricultural activities:

Undertake the business in general fishery including the procurement of fishery equipment
and materials, fish depository, fish handling, fish-processing, fish distribution and
marketing.
(ii)

Industrial activities:
Undergo the business in general industry, including the
cold storage industry and ice factory industry.

(iii)

Trading activities:
Undertake the general trading business including local and
inter-island importing, exporting, and acting as an agent,
commission agent, supplier, wholesale distributor, dealer
or distributor of any kinds of commodities, including the
trade of fish products, and the procurement and dealer of
accessories, lubricants, fuel, water and ice.as importer and
main distributor, as well as undertake export trading
business of agricultural/plantation products, including
activities of drying, cleansing, selection, and classification
of the quality of agricultural products.

(iv)

Industrial activities:
Undergo the business in food industry, in the form of
gambier processing and drying of fruits and vegetables.

(v)

Services activities:
Undertake the general service business including consultation service in fishery,
procurement and training of sailorman for the domestic and foreign fishing ships.

(vi)

Construction activities:
Undertake the construction business as contractor, supervisor of the construction of
building, bridge, irrigation, electricity installation, water, gas, and telecommunication, and
supplying the construction materials]
Note:
45

Pursuant to Principle License issued by BKPM No.


442/T/PER/PMA/2014 dated 9 June 2005March 14, 2014 (the
newest), PT OLAM DUS is to undertake business in the dustry and
trading the products of agricultsuch as white sugar, garlic palm oil
and its derivativeslivestock, and jute aswhent to the activities
stated on Deed No. 05/2008 above.
ii.

Letter of Domicile, Taxpayer Registration and Tax File Numbers


(a)

Requirement for Domicile Confirmation


In Indonesia, government departments will frequently require a
company provide a current Letter of Domicile (Surat Keterangan
Domisili or SKDP) when applying for new licenses or extensions
to the existing licenses.
The details of DUS[*]s Letter of Domicile are as follows:
Date of issue
Number
Issuing authority
Address
Expiry Date

:
:
:
:

April 15, 2014 [*]


187/1.824/2014 [*]
DKI Jakarta Government [*]
Gandaria Office 8 Building, Lt. 15, Unit
G & H, Jl. Sultan Iskandar Muda,
Kebayoran Lama, Jakarta Selatan
: April 15, 2015 [*]

Note :
This Letter of Domicile was valid until January [*].has expired since
April 15, 2015 We wre not provided with a letter of doimicil of PT
OlamDUSt has been extended.
(b)

Taxpayer Registration, Tax File Numbers and Taxable Entrepreneur


Number
All companies in Indonesia must have Taxpayer Registration
(Surat Keterangan Terdaftar or SKT) and must have a Tax File
Number (Nomor Pokok Wajib Pajak or NPWP). The details of PT
DUS[*]s SKT and NPWP are as follows:
- Taxpayer Registration:
Type
Date of issue
Number
Business Field
Classification
Tax Liabilities

: Taxpayer Registration
: June 24, 2011 [*]
: PEM-00150/WPJ.06/KP.1203/2011 [*]
: Other Sugar Industry [*]
: Value Added Tax (PPN) [*]

Note :
We were not provided with the Sugar Factory Taxpayer
Registration, and the newest Taxpayer Registration..
- Tax File Number (DUS) :
Type
Date of issue
Number

: [*]
: September 30, 2003 [*]
: 02.062.239.5-073.000[*]
46

Issuing authority

Directorate General of Taxation of


Minister of Finance

- Tax File Number (Factory):


Date of Issue
Number
Issuing authority

: December 8, 2004
: 02.062.239.5-522.001
:Directorate General of Taxation of
Minister of Finance [*]

All companies in Indonesia with Value Added Tax obligations must


have a Taxable Entrepreneur Number (Pengusaha Kena Pajak).
- Taxable Entrepreneur Number:
Name
Number
Business Field
Classification
Tax Liabilities
iii.

: PT DUS ) [*]
: [PEM-00151/WPJ.06/KP.1203/2011 *]
: Other Sugar Industry [*]
: Value Added Tax (PPN)

Certificate of Company Registration


We have examined the following Certificate of Company Registration
(Tanda Daftar Perusahaan or TDP) of PT DUS[*]:
Effective Date
Number
Main Business Activity
Expiry Date

iv.

: anuary 15, 2008 February 01, 2010


: 09.03,1.10.60177 09.01.1.51.07276
: Fishery commodities
wholesaleSugar Industry
: , 2017Jua5, 2018 July 07, 2014

Register of Shareholder
The Company Law requires the Board of Directors to maintain a Register
of Shareholders (Daftar Pemegang Saham), setting out, amongst other
things:
(i)

the name and address of the shareholders;

(ii)

the amount, number and date of acquisition of the shares owned


by the shareholders and, if more than one class of shares is
issued, each class of shares issued;

(iii)

the name and the address of any individual or legal body which
holds rights under a pledge of the shares and the date of obtaining
such rights of pledge; and

(iv)

information with respect to shares paid in a form other than cash.

The Register of the Shareholders comprises evidence of:


(i)

ownership of shares in the company; and

(ii)

whether any security has been granted over the shares.

Note:
We were not provided with the Register of Shareholder of [*].
47

v.

Special Register
The Company Law requires the Board of Directors to maintain a Special
Register" (Daftar Khusus) containing information on the shareholdings of
the members of the Board of Directors and Board of Commissioners and
their families in both the company and any other companies (this
disclosure requirement is aimed at preventing conflict of interest).
Note:
We were not provided with Special Register of PT DUS [*].

3.
3.1

GOVERNMENT LICENCES AND FILINGS

Regulatory Regime for Fishery Trading and Industry Companies


The key government authorities in relation to Indonesian companies engaged in the
business of fishery trading below.
(1)

Ministry of Law and Human Rights


MOLHR has authority in relation to matters concerning the establishment of
companies and other corporate issues, including amendments to the
Articles of Association. Please refer to Section One above.

(2)

DepartmentDepartment of Trade
The DepartmentDepartment has authority for registration of all companies
and trading matters of general Indonesian companies. Please refer to
Section One above.

(3)

Ministry of Marine and FisheryIndustry


The Ministry has several governmental authorities in the area of marine
and fisheryindustry and in particular, to issue the licenses for fishing textile
(jute bags) industry and its related businesses.

3.2

Business Licenses
(1)

Forms of Company
Indonesian law recognizes:
(a)

(b)

General Indonesian Companies (Perseroan Terbatas Biasa), which


are:
(i)

100% Indonesian-owned;

(ii)

not able to take advantage of any taxation facilities offered


by BKPM;

Domestic Capital Investment Companies (Penanaman Modal


Dalam Negeri ), which are:
(i)

100% Indonesian-owned;

48

(c)

(ii)

able to take advantage of taxation facilities offered by


BKPM; and

(iii)

subject to the MOLHR and BKPM company regulatory


regimes; and

Foreign Capital Investment Companies (Penanaman Modal Asing),


which:
(i)

have a percentage of or total foreign share ownership;

(ii)

are able to take advantage of taxation facilities; and

(iii)

are subject to the MOLHR and BKPM company regulatory


regimes.

All forms of companies are:


(a)

subject to the MOLHR company regulatory regime; and

(b)

required to obtain a Business License (Surat ljin Usaha


Perdagangan or "SIUP) from DT;

PT DUS[*] classified as a PMA Company and therefore subject to both the


MOLHR and BKPM company regulatory regimes. The effect of this is, as
distinct from General Indonesia Companies, PT DUS OLAM[*]
(a)

May take advantage of taxation facilities offered to PMDN and


PMA Companies (this relates mainly to exemptions from duties on
import of equipment, referred to as "Master List" equipment); and

(b)

Must submit a report on its business activities to BKPM every six


months (Laporan Kegiatan Penanaman Modal or "LKPM").

Note:
[*] is classified as a General Indonesian Company and therefore subject to
the MOLHR company regulatory regimes and not qualified to take
advantage of any taxation facilities offered by BKPM.
ii.

PT DUS[*] Business License


Trading Business License (Surat lzin Usaha Tetap Perdagangan)
The details of PT DUS[*]s Business License are as follows:
Date of issue
Valid until
Number
Content

: December 3, 2007 [*]


: December 3, 2012 [*]
: 05088/1.824.271 [*]
: Ttrade srvices[*].

Note:
This Trading Business License issued by Department of Industry and Trade
BKPM is eqent tOLAM is not obligated twestupdated Trading Business
License
3.3

PT DUS [*] M License

49

We have reviewed copies of the following BKPM licenses and related approvals in
respect of PT DUS[*]:
(1)

Principle License of Foreign Investment

Authority
: BKPM
Number
: 1145/1/IP/PMA/2014
Date of Issue : April 14, 20145
Content
: Foreign Investment Principle License regarding Deed [*]
of transfer of shares
Details of Investment Capital :
Capital
(i)
Authorized Capital
(ii)
Issued Capital
(iii)
Paid up Capital
Share Ownership
(i)

Foreign Ownership (100 %)


-

(ii)

: Rp 200.000.000.000,: Rp 92.800.000.000,: Rp. 92.800.000.000,-

Far East Agri Pte.Ltd


: Rp 91.872.000.000,Sunny George Verghese : Rp
982.000.000,-

Indonesia Ownership (0 %)

Total Capital Shares

: Rp 92.800.000.000

Note :
We were not provided with Letter of Foreign Investment Approval of PT
DUS from BKPM
(a)
285/1/IP-P
October 3, 2014

(2)

Business License of Foreign Investment


(a)

(b)

Authority
Number
Date of Issue
October 2026
Content

: BKPM
: 583/T/INDUSTRI/2005
: July 7, 2005

Authority
Number
Date of Issue
Content

: BKPM
: 322/T/INDUSTRI/2009
: April 2, 2009
: expansion of import, export, distribution trade
serviceIndustrial Business License

July 2034
Content
Note:

: Industrial Business License

: expansio

This BKPM decree No. 583987/T/INDRI/2005 6 has beerevoked


by BKPM Decreedec. 32267/TC/INDTRVII/PMA/2 regarding
50

revocatiol Business License


2009.April 2, 2009.
(3)

of PT DUS OLAM BranMay

Approval Letter of Domestic Investment


(a)

Authority
Number
Date of Issue
Content

: BKPM
: 94/I/PMDN/2001
: July 4, 2001
: approval letter for domestic investment

101/B.3/A.7/2003
: clarification letter for BKPM approval
(b)

Authority
Number
Date of Issue
Content

: BKPM
: 75/II/PMDN/2001
: December 11, 2001
: approval letter
for expansion of domestic
investment

(c)

Authority
Number
Date of Issue
Content

: BKPM
: 101/B.3/A.7/2003
: July 25, 2003
: clarification letter for BKPM approval

(d)

Authority
Number
Date of Issue
Content

: BKPM
: 120/B.3/A.7/2003
: October 27, 2003
: approval letter for change of office address

(e)

Authority
Number
Date of Issue
Content

: BKPM
: 297/B.2/A.6/2003
: October 20, 2003
: approval letter for amendment of project location

(f)

Authority
Number
Date of Issue
Content

: BKPM
: 73/III/PMDN/2004
: June 22, 2004
: approval letter for extension of project completion

(g)

Authority
Number
Date of Issue
Content

: BKPM
: 224/Pabean/2004
: August 2, 2004
: approval letter for import duty facility

(h)

Authority
Number
Date of Issue
Content

: BKPM
: 244/Pabean/2005
: July 21, 2005
: approval letter for import duty facility

(i)

Authority
Number
Date of Issue
Content

: BKPM
: 242/Pabean/2006
: July 26, 2006
: approval letter for import duty facility

(j)

Authority
Number
Date of Issue
Content

: BKPM
: 48/A.6/2007
: April 5, 2007
: approval letter for extension of import duty facility
51

(k)

(4)

Authority
Number
Date of Issue
Content

: BKPM
: 326/Pabean/2007
: October 26, 2007
: approval letter for extension of import duty facility

Approval Letter of Foreign Investment


(a)

Authority
Number
Date of Issue
Content

: BKPM
: 236/V/PMA/2007
: December 3, 2007
: approval letter for change status from PMDN into
PMA

(b)

Authority
Number
Date of Issue
Content

: BKPM
: 371/B.3/A.9/2008
: August 19, 2008
: approval letter for change of office address from

(c)

Authority
Number
Date of Issue
Content

: BKPM
: 142/I/III/PMA/INDUSTRI/2011
: July 13, 2011
: approval letter for change of office address

163/III/PMA/1999
Date of Isy 1999change of shareholders842/III/PMA/1998
Date of Is
:

Content

Note:

(5)

Business Activities Report (LKPM)

l
3.4

Licenses and Approvals Issued by Directorate General of Pharmaceutical and


Health Equipment p[*]

(1)

Legal Background
[*]

(2)

Distributor of Medical Equipment License


[*] holds the Distributor of Medical Equipment License with the following details:
Company
Address
Number
Issue date
Activities

:
:
:
:
:

[*]
[*]
[*]
[*].
[*]

52

Pursuant to article 13(1) PM.30/2012, IUP is valid as long as the company performs fishery
business activities.
Utilization of Nuclear Energy License
[*]
Other Documents Relating to the Business Activities
[*]

3.5

Note :
We were not provided with LKPM of PT DUS

OtherImport / Export Activities Licenses


(1)

Legal Background
According to Article 2 of Minister of Trade Regulation No. 45/MDAG/PER/9/2009 entitled Importer Identification Number (API) as
amended by Minister of Trade Regulation No. 20/M-DAG/PER/7/2011(API
Regulation), imports can only be done by importers who have API. PT
DBMS as a company who perform its business with import activities
therefore shall hold API license.
Regulation regarding API provision is regulated on Minister of Trade
Regulation No. 27/M-DAG/PER/5/2012 entitled Provisions of Importer
Identification Number as amended by Minister of Trade Regulation No.
84/M-DAG/PER/12/2012.
Furthermore, importer who performs import activities on particular goods as
specified by Director General of Foreign Trade, Ministry of Trade, must hold
Special Importer Identity Number as stipulated on Minister of Trade No.
141/MPP/Kep/3/2002 entitled Special Importer Identity Number (NPIK) as
amended by Minister of Trade Regulation No. 07/MDAG/PER/3/2008
(NPIK Regulation).
In addition, Minister of Finance Regulation No. 63/PMK.04/2011 entitled
Customs Registration has clearly stipulated that to be able to fulfill customs
obligations, PT DUS as an importer and exporter (user) is obliged to
perform Registration Customs Services to the Directorate General of
Customs and Excise resulting to the issuance of Customs Identity Number.

(2)

PT DUS Import/Export Activities Licenses


PT DUS holds Licenses in relation to Import / Export as follows:
(a)

Producer Importer Identification Number (Angka Pengenal


Importir - UmumPron or API-P)
The details of PT DUSs API-PU ar as follows:
Name
Date of issue
Number
Issuing authority
BAG XI [HS NO. 5

: PT Dharmapala Usa
: 10 September 2012
: 090500712-B
: BKPM, Ministry of Trade
: Sugar Industry
53

(b)

Special Importer Identity Number (Nomor Pengenal Importir


Khusus or NPIK)
The details of PT DUSs NPIK are as follows:
(i)

NPIK for sugar


Name
: PT DUS
Date of issue : February 13, 2015
Number
: 2.09.0971.04.00408
Expiry date
: February 12, 2020
Issuing authority: Minister of Trade

(ii)

NPIK for electronics and its components


Name
: PT DUS
Date of issue : May 7, 2014
Number
: 2.09.05.07.95704
Expiry date
: May 6, 2019
Issuing authority: Minister of Trade

(iii)
PT Ola one
27 September 21
1.09.05.5
: 4 October 16
(c)

Customs Identity Number (Nomor Identitas Kepabeanan or


NIK)
The details of PT DUSs NPIK are as follows:
Name
Date of issue
Number
Issuing authority

: PT DUS
: October 11, 2012
: 01.011339
: Directorate General of Customs and
Excise, Minister of Finance

PT DUS [*] holds other relevant licenses uments related to


Import/Export activities as follows:
Acknowledgment of Importer Producer for Raw Sugar (Eksportir
Kopi SementaraPr Gula Kristal Mentah) EKS)
Name
Date of issue

: PT DUS
: March 10, 2014

Number
Type of goods
Issuing authority

: 04.IP-04.14.0004
: Raw Sugar
: Directorate General of Foreign Trade,
Minister of Trade

Note :
This acknowledgement letter has expired since June 30, 2014 and
we were not provided with the newesed acknowledgement letter
54

(a)

Importir Terdaftar or )

(b)

Exemption from obligations of labeling in Indonesian language


(Surat Pembebasan Kewajiban Pencantuman Label Dalam
Bahasa Indonesia or SPKPLBI)
: POldones
9 October 20140783/UPP/SPKPLBI/10/2014
Type of gooDirectorate General of Standardization and Consumer
Protection, Minister of Trade

3.6

Building Construction and Nuisance Permit (Izin Mendirikan Bangunan or


IMB dan Izin Gangguan or HO)

We have reviewed copies of the following Building Construction and Nuisance Permit and
related approvals in respect of PT DUS :
(a)
Building Construction Permit (Izin Mendirikan Bangunan or IMB)
The details of PT DUSs IMB are as follows :
Name
: PT DUS
Date of issue
: January 2004
Number
: 503/002/35/Tahun 2004/Cp.
Issuing authority
: Public Works Service Office Cilacap
Contents
: IMB for Sugar Factory in Cilacap
(b)
Nuisance Permit (Izin Gangguan or HO) :
The details of PT DUSs HO are as follows :
Name
: PT DUS
Date of issue
: January 27, 2004
Number
: 503/011/I/27/2004
Issuing authority
: Cilacap Local Government
Contents
: Nuisance Permit for Sugar Factory in Cilacap
Note :
The nuisance permit has expired since 2009, we were not provided with the newest
nuisance permit of PT DUSs sugar factory in Cilacap
Environment Licenses

3.7

(1)

Background
In conformity with Law No. 32 Year 2009 (Law No. 32/2009) concerning
Environment Protection and Management and the new Government
Regulation No. 27 Year 2012 on Environmental License (GR.27/2012)
which is effective as of February 23, 2012, in performing its business
activities, [*] shall obtain Approval of Environmental Management Attempt
(Upaya Pengelolaan Lingkungan or UKL) and Environmental Supervision
Attempt (Upaya Pemantauan Lingkungan or UPL) and Environmental
License (Izin Lingkungan) at the project site approved by the local
authority. However, it is also stated in the GR 27/2012 that every
environmental document approved prior to the enactment of the regulation
remains valid and shall serve as Environmental License.

ii.

Environmental
Management
Attempt
(Upaya
Pengelolaan
Lingkungan) and Environmental Supervision Attempt (Upaya
Pemantauan Lingkungan)
Note:

55

We were not provided with any UKL-UPL License or Environmental


License documents of PT DUS[*].
Under the provision of Article 109 of Law No. 32/2009, any person who
performs business activities without having an Environmental License,
shall be punished by 1 (one) year up to 3 (three) years custody and by a
fine with nominal value of Rp1, 000,000,000,- (one billion Rupiah) up to
Rp3,000,000,000,- (three billion Rupiah).
4.

AGREEMENTS
[*]

5.

ASSETS, LIABILITIES AND LABORS

5.1

Assets
i.

Land
(a)

Background
Indonesian law distinguishes between:
(i)

land which is unregistered (Adat), the boundaries and


ownership of which are often difficult to determine; and

(ii)

land which is registered at the Land Office with jurisdiction


over the land.

(iii)

Right of Ownership
A Right of Ownership is similar to the "freehold concept of
title under the common law system and is considered to be
the "strongest" form of ownership under Indonesian law. A
Right of Ownership may be held by Indonesian nationals
only.

(iv)

Right of Exploitation
A Right of Exploitation gives a right to exploit the land. The
grant is usually for an initial period of 60 years and may be
renewed for a further period of 35 years. A Right of
Exploitation may be held by Indonesian citizens or
Indonesian companies engaged agriculture, fishery or
cattle breading.

(v)

Right to Build
A Right of Building gives a right to construct and own
buildings on land. Tile is usually granted for an initial period
of 50 years and may be renewed for a further period of 30
years.

(vi)

Right of Use
A Right of Use gives a right to use land owned by another
party for the purpose described in the relevant grant.

(vii)

Right of Lease
56

A Right of Lease confers a right upon the lessee to utilize


the land owned by another party by paying compensation.
(b)

Right to Build
[*] has a Right to Build over a piece of land, with the following
details:
Rights to Build Certificate
Issuance Date
Valid Until
Land Measure
Survey Certificate
No./Date
Land Location
Issuer

5.2

:
:
:
:
:

[*]

:
:

Labors
(1) Legal Background
Law No 13 Year 2003 concerning Employment (Law No.13/2003) defines
2 (two) kinds of employment contract which are:
(a)

Employment contract for specified time.


An employment contract for a specified time shall be made in
writing and must be written in the Indonesian language with Latin
alphabets. Employment contract for a specified time, if not made in
writing, shall be regarded as an employment contract for an
unspecified time. Employment contract for a specified time cannot
be made for jobs that are permanent by nature.
Employment contract for a specified time may be made for a period
of no longer than 2 (two) years and can only be extended one time
that is no longer than 1 (one) year.

(b)

Employment contract for unspecified time.


An employment contract for an unspecified time may require a
probation period for no longer than 3 (three) months. During the
probation period the entrepreneur is prohibited from paying wages
less than the applicable minimum wage.
Note:
We were not provided with any employment contract or agreement
of PT DUS. [*].

(1) List of Employee


We have received a list of employees of [*] in Maumere and LarantukaCilacap ,
according to list of employees of [*] in Maumere, name of the employees are listed
as follows:
I.

LIST OF EMPLOYEES IN MAUMERE


Division

No.

Name

Division

No.

Name

57

Branch Manager

1.

Human
Resources

1.

Finance

1.
2.
3.

Field Division

3.
4.
5.
Workshop
Division

4.
Production Head

1.

Quality Control

1.
2.

1.
2.
3.
4.
5.

Cold Storage
Division

3.
4.
Processing

1.
2.

1.
2.
3.
4.

1.
2.

Logistic and
Legal
Division

3.
4.
5.

1.
2.

Compression
Division

6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.

1.
2.
3.
4.
5.

Driver

1.
2.
3.
4.
5.
6.
7.

Security

1.
2.
3.
4.
5.

Canteen and
Dormitory

1.

(2) Licenses
We have received several employment licenses of PT DUS as follows:
(a)

Provident Fund Participation Certificate (Sertifikat Kepersertaan


Jamsostek or Jamsostek)
The details of PT DUSds Jamsostek are as follows:
Name
Date of issue
Number
Issuing authority

: Ola
: Mar
:
:

Note:
We were not provided with any mandatory documents in employment such as
Manpower Report Obligation (Wajib Lapor Tenaga Kerja/WLTK), Provident Fund
58

Participation Certificate (Sertifikat Kepersertaan Jamsostek), and evidence of the


provident fund program payment (Bukti Pembayaran Jamsostek), Utlization Plan
of Foreign Eemployment (Rencana Penggunaan Tenaga Kerja Asing/RPTKA), and
Employing Permits of Foreign Workers (Izin Mempekerjakan Tenaga Kerja
Asing/IMTA)..
Sanctions:
(i)

Manpower Report Obligation (Wajib Lapor Tenaga Kerja/WLTK):


Under the provision of Article 10 of Law No. 07 Year 1981 concerning
Manpower Report Obligation, any negligence by a person or a
management of the company to fulfill the mandatory manpower report
obligation to the Manpower Minister, shall be punished by for not more
than 3 (three) months custody or by a fine of not more than Rp1.000.000,(one million and five hundred thousand Rupiah).

(ii)

Participation of Provident Fund Program (Kepesertaan Jamsostek):


Under the provision of Article 4 paragraph (1) and (2) jo. Article 17 Law No.
3 Year 1992 concerning Provident Fund Program, any negligence by a
person or a management of the company to participate all of his/her/its
employees to provident fund program, shall be punished by for not more
than 6 (six) months custody or by affine of not more than Rp50,000,000,(fifty million Rupiah).

(iii)

Employing Permits of Foreign Workers (Izin Mempekerjakan Tenaga Kerja


Asing/IMRPTKA)
Under the provision of Article 42 paragraph (1) of Law No. 13 Year 2003
concerning Labour, every employer who employs foreign worker (Tenaga
Kerja Asing or TKA) must have written permission from the Minister or a
designated official (IMTA). Furthermore according to Article 6 jo. Article 30
of Regulation of the Minister of Manpower and Transmigration No. 12 Year
2013 concerning Procedures for Use of Foreign Workers, approval of
RPTKA is required in order to obtain such license (IMTA). Any negligence
by a person or a management of the company to fulfill the IMTA obligation,
shall be punished by revocation/refusal of working permit of the foreign
workers thereof.

6.

LITIGATION AND DISPUTES


This Section is based upon inquiries made to: the District Court of North Jakarta,
the National Arbitration Council of Indonesia, the Industrial Relation Court of
Jakarta, the Administrative Court of Jakarta, the Commercial Court of Central
Jakarta, Tax Court, the District Court of Maumere, the District Court of Larantuka,
the Industrial Relation Court of Kupang, and the Administrative Court of Kupang,
which are the courts having jurisdictions over [*].
Search Result for [*]:
Appendix 1: Statement Letters: contains the Statement Letters which we have
received as at the date of this Report which indicates that [*] has never registered
as a party to:
A.

any civil or criminal proceedings in the District Court of [*] Jakarta since [*]
up to [*] pursuant to Statement Letter No. [*] issued by the Registrar of
District Court of [*] Jakarta on [*];
59

B.

any arbitration proceedings in the National Arbitration Council of Indonesia


since [*] up to [*] pursuant to Statement Letter No.[*] issued by the Board of
Management of National Arbitration Council of Indonesia on [*];

C.

any administrative proceedings in the Administrative Court of Jakarta since


[*] up to [*] pursuant to Statement Letter No. [*] issued by the Registrar of
Administrative Court of Jakarta on January [*];

D.

any tax proceedings in the Tax Court up to [*] pursuant to Statement Letter
No. [*] issued by the Tax Court Secretary on [*];

E.

any industrial dispute proceedings in the Industrial Relations Court in


District Court of Central Jakarta since [*] up to [*], pursuant to Statement
Letter No. [*] issued by the Registrar of Industrial Relations Court in the
District Court of Central Jakarta on [*];

F.

process of bankruptcy, suspension of indebtedness in the Commercial


Court/District Court of Central Jakarta since [*] up to [*], pursuant to
Statement Letter No. [*] issued by the Registrar of the Commercial
Court/District Court of Central Jakarta on [*];

60

CONCLUSIONS AND RECOMMENDATIONS


1.

Corporate Documents

2.

Licensing

3.

Assets and Liabilities

4.

Labors

61

Attachment 1: List of Documents Received


List of documents of PT KARYACIPTA BUANASENTOSADharmapala Usaha Sukses
NO.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
46.
47.
48.
49.
50.
51.

Name of Documents

62

52.
53.

63

Appendix 1: Statement Letters

64

65

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