Gopal Sri Ram JCA:

This appeal arises from the refusal of the High Court at Kuala Lumpur to set aside an order for sale made pursuant to s. 256 of the National Land Code 1965 ('the Code'). The factual matrix relevant to the appeal is as follows.

The appellant was, at all material times, the registered proprietor of all those lands held under Geran Nos. 19450, 19451, 19452 and 19453 for Lot Nos. 267, 268, 269 and 271 respectively ('the said lands'). On 28 May 1983, the respondent granted a loan of RM30 million to a company called Kredin Sdn. Bhd. ('Kredin'). On the same day, the appellant created a charge over the said lands in the respondent's favour to secure the loan to Kredin. The registered charge instrument gave the appellant's address as "Wisma MISC, Tingkat 8, No. 2, Jalan Conlay, Kuala Lumpur" ('the original address'). However, on 10 July 1985, the appellant notified the Registrar of Companies that it had changed its registered address to "2nd Floor, Georgetown Chambers, 39, Beach Street, Penang" ("the new address"). It did this by lodging with the Registrar the relevant Form 44, which is the form prescribed by the Companies Regulations, 1966.

Clause 16 of the annexure to the charge created by the appellant over the said lands reads as follows:

Any demand for payment of the amount of the Indebtedness for the time being outstanding may be made by a notice in writing requiring payment within seven (7) days from the date thereof and may be signed on behalf of the Bank by its General Manager, Manager, Assistant Manager, Sub-Manager, Accountant or any other officer of the Bank or by any solicitor or firm of solicitors purporting to act for the Bank and such notice shall be deemed to have been sufficiently served on the Chargor if it is left at the registered office for the time being of the Chargor or at the usual or last known place of business of the Chargor or at such address as the Chargor may notify to the Bank or if sent by registered letter to any of such addresses and, in the last mentioned case, the service shall be deemed to be made at the time when the registered letter will in the ordinary course of post be delivered."

Kredin defaulted in meeting its obligations under the loan agreement. From late February 1986, the respondent took steps to realise its security. It sent a letter of demand to the appellant at the original address. It also issued a notice of demand in Form 16D prescribed by the Code and later commenced proceedings for an order for sale. It served statutory notice and all cause papers on the appellant at the original address.

According to the affidavit of Badruddin Haji Othman, the respondent's Deputy Manager, affirmed on 11 May 1992, the letter of demand and the statutory notice as well as the cause papers were properly served on the appellant at its last known place of business and had been acknowledged by the appellant. However, the A.R. registered card under which the letter of demand was sent shows the acknowledgement to be by a company called Federal Flour Mills Berhad whose rubber stamp impression appears upon the card. It is a fair inference, therefore, that this other company must have assumed occupation of the premises previously occupied by the appellant at the original address. Equally may it be fairly inferred that the respondent's solicitors, upon return of the A.R. card to them, became aware that the appellant no longer had its office at the original address.

The respondent obtained an order for sale on 17 September 1986 and took the steps usually consequent upon the making of that order, including the obtaining of directions upon a summons. An attempt to have the land sold by public auction on 5 May 1988 failed because of the absence of bidders. Thereafter the respondent did not take any steps in the matter for more than three years although there was some formal correspondence between the appellant's solicitors made up of two letters, one in February 1990 and the oth