What is the position of a Receiver under a debenture, whose appointment is followed by a winding up order of the Company? Does he then require the leave of the Court to dispose of the Company's assets especially if the assets in question include land which is not specifically described in the debenture? What if the land is the subject of a collateral charge under the National Land Code? Assuming that he can unilaterally dispose of the land, how is the Receiver to distribute the proceeds of the sale? Can he pay off the moneys secured under the charge without making a separate application under the National Land Code? What are the mechanics by which the Receiver may pass title to a purchaser? These are some of the vexed questions which have arisen in this case.

The history of the matter is as follows.

Soon Hup Seng Sdn. Bhd. (who are hereafter referred to as the Company) were customers of the United Malayan Banking Corporation Bbd. Johore Bahru (hereafter referred to as the Bank.) In April 1980 the Company charged its land covered by the title Hs(d) 23624 for Lot PTB 8636 in the town of Johore Bahru (hereafter referred to as the said land) to the Bank for a term loan of $154,000. The same day the Company executed a second charge over the said land in favour of the Bank to secure an overdraft of $35,000. These two charges (hereafter referred to as the 1st Charge and 2nd Charge respectively) were both registered with the Registrar of Companies under the provisions of the Companies Act 1965 (hereafter referred to as the Act) and with the Registrar of Titles under the provisions of the National Land Code (hereafter referred to as the Code).

On November 29, 1980 the Company executed a debenture in favour of the Bank to secure a further loan of $100,000/-. This debenture was registered with the Registrar of Companies on February 3, 1981, and is hereafter referred to as "the Debenture".

By Clause 2 of the Debenture, the Company charged for this loan and by way of a first fixed charge, all its machinery and plants as listed in the Schedule thereto and by way of a floating charge, its books debts undertaking and all its property including uncalled capital, goodwill, machinery, plant and all other assets, moveable and inmmoveble of the Company. In the event of any immoveable property being thereafter acquired by the Company, the Company immediately the same was acquired was to execute a registrable mortgage or charge thereon as collateral security for the moneys thereby secured and cause the same to be registered. The plants and machinery listed in the Schedule were valued at $64,821.88 as assessed on March 18, 1980 in the Company's books. The said land was not separately listed in the Schedule.

The other relevant Clauses in the Debenture read as follows:

"9. The principal moneys hereby secured shall become immediately payable:

(a) On demand being made by the Bank.

(b) If an Order is made … for the winding up of the Company.

(c) If a distress or execution is levied … against any of the … property of the Company and is not paid out or discharged within five days.

(d) If a Receiver is appointed of the undertaking of the Company or any of its property or assets.

(e) If the Company stops payment or ceases or threatens to cease to carry on its business.

And upon the moneys hereby secured becoming immediately payable the Bank may by writing under the hand of the Manager … appoint any person … to be Receiver of the property subject to the charge hereby created and may in like manner from time to time remove any Receiver so appointed and appoint another in his stead.

10. A Receiver so appointed shall be the agent of the Company and shall have power:

(i) To take possession of and get in the property hereby charged.

(ii) To sell or concur in selling any of the property hereby charged.

(iii) To make any arrangement or compromise which he shall think expedient.

11. The net proceeds of the said land or any other moneys collected by the Recei