Siti Norma Yaakob JCA:

We heard this appeal, dismissed it with costs and we now give our reasons for our decision.

On 30 November 1995, the High Court ordered the winding up of the appellant ('the company') after allowing a preliminary objection raised by the respondent/petitioner ('the bank') that there was no cross claim disclosed by the company that warranted their notice of intention to oppose the petition to be heard on its merits. It is to appeal against this order that the parties were before us.

By way of a factual background we need to go back to 1982 when on 11 February of that year, the bank approved an additional overdraft facility for RM5.5 million to one T. Raju s/o M. Kerpaya @ Jayaraman s/o M. Kerpaya ('the borrower') for a period of one year and repayable on demand.

The overdraft facility was secured by a first legal charge created on land, Pegangan No. 1361, Pechahan Bandar 1, Daerah Timur Laut, Pulau Pinang (the charged land) of which the company were the registered proprietors at the material time.

On 24 February 1984, the bank issued a letter of demand to the company stating the amount of the borrower's indebtedness to be RM8,741,469.37 as at 19 Fe