JAKARTA - President Director of PT Citra Lampia Mandiri (CLM) Helmut Hermawan hopes that the Director General of Legal Administration (AHU) of the Ministry of Law and Human Rights of the Republic of Indonesia will voluntarily revise the decision made based solely on the final decision of the Indonesian National Arbitration Agency (BANI) without studying its contents as a whole.
The reason is, the decision of the agency that mediated the stock conflict came out when the Shareholder Agreement (PPS) was still valid. In fact, PPS automatically ended when PT Aserra Mineralindo Investama (AMI) did not meet the provisions regarding the settlement of the Conditional Sale and Purchase Agreement (PJBB) within a period of 6 months.
"Only with the decision of BANI, they (Director General of AHU Kemenkumham) made a decision without exploring the contents of the overall stock agreement, which became the basis for the issuance of BANI. Even though BANI came out before PPS ended because there was a default from AMI. It shouldn't be like that. The procedure is not appropriate, let alone the police then grant the execution in a very short time based on false reports," he said in a written statement, quoted on Sunday, February 5.
Helmut explained, in the Shareholder Agreement (PPS) and the Conditional Sale and Purchase Agreement (PJBB) which was made and signed on May 14, 2019 between AMI, APMR and other shareholders, in this case Thomas Azali, there is a fact that AMI has not been able to close transactions on PJBB amounting to US$21,500,000 after depositing and implementing due diligence.
While Article 7 in the PPS also mentions several provisions that can lead to the end of the agreement. Among other things, if within 6 months of the date the agreement is exceeded, the agreement is not fulfilled, the working capital assistance (BMK) that has been granted must be returned to AMI within 14 calendar days from the end of the PPS, and the company's shares will be returned by AMI to the initial shareholders.
In fact, AMI's payment of the sale and purchase transaction of CLM shares did not happen and was not successfully implemented. This means, continued Helmut, according to the provisions, AMI should return 50 percent of its share ownership to APMR. Moreover, APMR has also returned BMK worth 20M on October 4, 2019.
"Because the APMR has returned the 20M BMK, it should be the obligation to give shares to fall because transactions are not fulfilled according to the provisions of the agreement," said Helmut.
According to Helmut, the BANI decision actually strengthens that AMI's total shares are zero, not 50 percent because CHD has been canceled.
"And the fact is, until now there has never been a BAP for handing over shares," he continued.
Judging from BANI's decision, continued Helmut, only 50 percent of the shares given to AMI should have been given to AMI. But in reality, based on the Determination of Execution Site, AMI applied to the South Jakarta District Court for APMR to submit 100 percent shares that contradicted the BANI decision.
Helmut revealed, when entering the BANI application as of January 2020, the agreement had actually been said to expire considering that it had passed the deadline for 6 months starting from May 2019. Because it had expired and the agreement was not fulfilled, the APMR wrote to AMI to terminate the agreement. However, AMI refused and instead issued a summons and a report to the police.
In correspondence with AMI, continued Helmut, his party has also asked for an account number for the refund of the USD 2 million that has been received, but has never received a response from AMI.
Observing BANI's decision, Indonesia Police Watch (IPW) gives the opinion that AMI has played in the loopholes of legal procedures systematically and structured by involving Notaries, Police, Ministries of Law and Human Rights as well as the world of judiciary to conquer IUP holders in this case PT CLM.
In a statement signed by IPW Chairman Sugeng Teguh Santoso, and Data Secretary General Wardhana some time ago, IPW highlighted that Zaenal Abidinsyah Siregar's legal actions as Director of PT AMI, which with the help of Notary Oktaviana Kusuma Anggraini through the creation of Deed Number 6 dated August 24, 2022, had taken over 100 percent of PT APMR's shares. In fact, the BANI Decision Number: 43006/I/ARB/BANI/2020 dated May 24, 2021 ordered PT APMR to only transfer its share ownership to 50 percent of PT APMR from 100 percent of shares totaling 200 shares.
For the control of 100 percent of PT AMI's shares through Notary Oktaviana Kusuma Anggraini, IPW is of the opinion that there was a legal incident of stock embezzlement and gave false information into the authentic deed of BANI's decision.
Based on the Decision of BANI and Deed Number 6 dated August 24, 2022, PT AMI issued Deed Notary Number 6 dated September 13, 2022 to increase PT AMI's shares in PT APMR to 500 percent. In fact, the BANI decision never mentioned an increase in shares to 500 percent.
This legal acrobat of PT AMI, according to IPW, is actually contained in deed Number 6 dated September 13, 2022, as stated on page 10 of the deed. Where, after diverting and seizing all shares by eliminating shares of Thomas Azali and Ruskin, it seemed as if they were returned 50 percent, then re-published 400 shares.
This allegation is reinforced by the decision from the Regional Supervisory Council of the South Jakarta City Administrative Council on November 17, 2022. In this decision, the Regional Supervisory Council considered that Notary Oktaviana was not careful and was not careful in making deed number 06 on September 13, 2022, which was basically the decision of BANI on May 24, 2021 and the Determination of PN No 49/Eks.Arb/2021/PN. Jkt. The cell resulted in a very large loss to other parties, in this case PT APMR and Thomas Azali. Because of these legal acts, notary Oktaviana is considered to have violated the code of ethics of the notary position.
IPW observed that the increase in shares and takeover of PT APMR (85 percent shareholder of PT CLM) against the law continued, when PT AMI through Deed Number 01 dated November 3, 2022 published new shares of PT CLM. In this new stock arrangement, 7,803 shares were taken by PT Ferindo Mineral Nusantara.
Based on IPW's search for data from the Directorate General of AHU at the Ministry of Law and Human Rights, the company profile of PT Ferolindo Mineral Nusantara was owned by two shareholders when the Deed No. 01 dated November 3, 2022. The first is Haji Samsudin Andi Arsyad (big company) and the other person is a party directly affiliated with one of the National Police officials at the National Police Headquarters. However, after this case emerged to the public, according to IPW, the party affiliated with the National Police officials shifted its share ownership.
As a result of the power of big entrepreneurs and parties directly affiliated with the National Police officials, IPW suspects that the Ministry of Law and Human Rights, in this case the Directorate General of AHU, took unprofessional actions that led to abuse of authority.
This can be seen from the alignment of the Directorate General of AHU in opening the block at the request of PT AMI as a new shareholder even though it has not yet received legal approval. Also in the issuance of the ratification of the composition of the shareholders and new directors of PT APMR based on deed 06 dated August 24, 2022 and deed 06 dated September 13, 2022, which materially contradicts the decision of BANI and the decision of the Notary Regional Supervisory Council.
With this strength, PT AMI then mobilized police officers to carry out the forced takeover of the mine on November 5, 2022.
Therefore, in accordance with the President's directive that investors must be protected, the IPW urges the Coordinating Minister for Political, Legal and Security Affairs Mahfud MD to intervene to overcome the forced takeover carried out by the mining mafia using deviant legal procedures.
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