Gopal Sri Ram JCA:

Background

[1] The appellant is a private limited company. It had two wholly owned subsidiaries. One was Dominion Holdings Sdn Bhd ("Dominion"). The other was Goodrich General Industries Sdn Bhd ("Goodrich"). Dominion and Goodrich together owned 40.68% of the issued and paid-up capital of United Malayan Banking Corporation Berhad ("UMBC"). They also owned RM12,202,996 loan stock in UMBC.

[2] On 6 July 1984, an agreement was entered into between the appellant and two companies, Daan Sdn Bhd and Dani Sdn Bhd whom I will collectively refer to as "the purchasers". The purchasers owned the entire issued and paid-up capital of Aslira Sdn Bhd ("Aslira"). Aslira owned 51% of the issued and paid-up capital of Malaysian French Bank Bhd ("MFB"). By this agreement, the parties agreed to exchange with each other their respective investments in UMBC and MFB. It is important to mention that the shares that formed the subject matter of exchange were of companies that owned land.

[3] Clause 3 of the agreement made it conditional upon obtaining the approval of "all relevant and appropriate Governmental and regulatory authorities of the Malaysian Government". That clause also r