A conditional sale and purchase agreement for estate land is void without prior approval from the Estate Land Board as mandated by Section 214A(1) of the National Land Code.

[1] These are six appeals heard together before us. The appeals are as follows:

(i) two appeals vide Civil Appeal No: 02(f)-45-06-2017(B) and Civil Appeal No: 02 (f)-46-05-2017(B) where the appellant in both appeals is Gula Perak Berhad (Gula Perak); and the respondents respectively are Datuk Lim Sue Bing (Datuk Lim) and Yakin Tenggara Sdn Bhd (Yakin Tenggara) - (Gula Perak Appeals);

(ii) two appeals vide Civil Appeal No: 02(f)-59-06-2017 (B) and Civil Appeal No: 02(f)-60-06-2017(B) where the appellant in both appeals is Ambank (M) Berhad and the respondents are Datuk Lim, Gula Perak, Yakin Tenggara, Faithmont Estate Sdn Bhd (Faithmont) and RHB Bank Berhad (RHB) - (Ambank Appeals);

(iii) two appeals vide Civil Appeals No: 02(f)-61-06-2017 (b) and Civil Appeals No: 02(f)-65-06-2017(B) where the appellant in both appeals is Faithmont and the respondents are Datuk Lim and Yakin Tenggara respectively (Faithmont Appeals).

[2] In this judgment, parties will be referred to by their respective names.

Factual Background

[3] Gula Perak was incorporated on 1 October 1968 as a public limited Company by shares. It had obtained financial assistance from syndicated term loan lenders, namely - Aseambankers Malaysia, RHB Bank Berhad, Ambank (M) Berhad, DBS Bank LTD Cawangan Labuan, Alliance Merchant Bank Berhad, Malaysian Industrial Development Finance Berhad, Southern Bank Berhad, Affin Bank Berhad and Malayan Banking Berhad (the Lenders).

[4] Gula Perak was not able to service the syndicated term loan facility. A civil suit (Kuala Lumpur High Court Suit No: D5-22-1648-2005) was filed by the Lenders against Gula Perak and its guarantor, Datuk Lim. After a full trial, judgment was granted on 29 October 2010 in favour of the Lenders. The judgment became final upon the dismissal of an application for leave to appeal to the Federal Court on 25 June 2011.

[5] On 15 March 2011, a company by the name Infra Purnama Sdn Bhd ("Infra") presented a winding-up petition under s 218 of the Companies Act 1965 at the Shah Alam High Court against Gula Perak on the ground of its inability to pay Infra a debt amounting to RM4,004,459.70. A copy of the winding-up petition and the affidavit verifying petition was forwarded by Infra's solicitors to RHB's solicitors. RHB's solicitors thereafter filed a notice of intention to appear and to support the winding-up petition. However, Infra's petition was subsequently struck out by the Court when Infra applied to withdraw it on the ground that Gula Perak had paid Infra's outstanding debt.

[6] RHB being a judgment creditor of Gula Perak was however desirous to proceed with the winding-up petition. RHB thereafter applied to set aside the order striking out the winding-up petition. RHB was successful in its application and by a Court order dated 7 June 2011, RHB was substituted as the petitioner in the winding-up petition. Alliance, Affin, DBS, Ambank, Maybank and CIMB Bank Berhad were supporting creditors to the winding-up petition.

[7] On 1 March 2013, RHB's winding up petition to wind up Gula Perak was granted by the Court. Since the winding-up order, the affairs and management of Gula Perak was administered by Court-appointed liquidators namely Ooi Woon Chee and Ong Hock An (later replaced by Mohamed Raslan Abdul Rahman).

[8] As at 31 July 2010, Gula Perak was indebted to the amount of RM74,897,326.66 to Ambank and as at the date of its winding-up on 1 March 2013, Gula Perak was still indebted to Ambank to the total su