The Receiver and Manager acted within their authority and the Defendant's claim of misfeasance was speculative, lacking evidence, leading to the dismissal of objections against the sale of charged assets.

JUDGMENT

Liza Chan Sow Keng JC:

Introduction

[1] Enclosure ("Encl") 69 is the Defendant's application for discovery of documents pursuant to O 24 r 3 and r 7 of the Rules of ("ROC") 2012 against the against the 1st Plaintiff, 2nd Plaintiff and 3rd Plaintiff.

[2] On 25 March 2021, I heard Encl 69, reserved decision to 5 April 2021 and dismissed the application. Encl 1 was heard on 28 April 2021 with decision reserved to 10 May 2021 and was allowed. These are the reasons for the decision in Encl 69 and Encl 1.

Background

[3] At all material times:

3.1 the 1st Plaintiff (interchangeably referred herein as "TRL") is the registered proprietor of:

3.1.1 the properties held under H.S.(D)12/1983, PT Lain- lain, Mukim Ayer Hangat, Daerah Langkawi, Negeri Kedah ("Land A") and PN167, Lot 1476, Mukim Ayer Hangat, Daerah Langkawi, Negeri Kedah ("Land B"), where Tanjung Rhu Resort is erected thereon. Land A and Land B unless individually referred to are collectively referred to as the "Land";

3.1.2 land held under H.S(D) 623, PT 904, Mukim Ayer Hangat, Daerah Langkawi, Negeri Kedah ("Land C").

3.2 the 2nd Plaintiff (interchangeably referred herein as "RISB") was appointed by the 1st Plaintiff to operate and manage the Tanjung Rhu Resort pursuant to a Hotel Operator's Agreement dated 10 January 2000.

The Facilities

[4] The 3rd Plaintiff (interchangeably referred herein as "the Bank") had granted the following 3 Facilities to the 1st and 2nd Plaintiffs:

4.1 pursuant to a Facility Agreement dated 13 September 2010 ("RM92,500,000.00 Facility Agreement"), the 3rd Plaintiff approved and granted to the 2nd Plaintiff a term loan facility in the sum of RM92,500,000.00 ("RM92,500,000.00 Facility") secured by a debenture dated 13 September 2010 ("First Debenture") wherein the 2nd Plaintiff charged all its assets in favour of the 3rd Plaintiff as well as the following in favour of the 3rd Plaintiff:

(a) a third party first legal charge over Land B vide presentation number 24464/2010 dated 27 December 2010 ("First Legal Charge 24464/2010"); and

(b) a third party first legal charge over Land A vide presentation number 24474/2010 dated 27 December 2010 ("First Legal Charge 24474/2010").

4.2 pursuant to a Facility Agreement dated 13 September 2010 ("RM4,500,000.00 Facility Agreement"), the 3rd Plaintiff approved and granted to the 1st Plaintiff a term loan facility in the sum of RM4,500,000.00 ("RM4,500,000.00 Facility") secured by a debenture dated 13 September 2010 ("Second Debenture") wherein the 1st Plaintiff charged all its assets and properties including the Land in favour of the 3rd Plaintiff and created and registered the following charge(s) in favour of the 3rd Plaintiff:

(a) a first party second legal charge over Land B vide presentation number 24465/2010 dated 27 December 2010 ("Second Legal Charge 24465/2010"); and

(b) a first party second legal charge over Land A vide presentation number 24475/2010 dated 27 December 2010 ("Second Legal Charge 24475/2010").

4.2.1 Pursuant to a Novation Agreement dated 1 October 2010 ("Novation Agreement") the RM4,500,000.00 Facility was novated by the 1st Plaintiff to the 2nd Plaintiff; and

4.2.2 The 2nd Plaintiff as a result of the novation of the RM4,500,000.00 Facility charged all its assets in favour of the 3rd Plaintiff by a supplemental debenture dated 23 May 2016 ("Supplemental Debenture").

4.3 pursuant to a Facility Agreement dated 4 September 2013 ("RM50,000,000.00 Facility Agreement"), the 3rd Plaintiff approved and granted to the 1st Plaintiff the following facilities in the aggregate sum of RM50,000,000.00 ("RM50,000,000.00 Facility"):

i. Term Loan Facility of RM40,000,000.00 ("Tranche 1"); and

ii. Term Loan Facility of RM10,000,000.00 ("Tranche 2").

4.3.1 As security for the RM50,000,000-00 Facility, the 1st Plaintiff, created and registered a first party third legal charge over the Land in favour of the 3rd Plaintiff vide presentation number 19340/2013 ("Third Legal Charge") free from all liens, charges and other encumb