Edgar Joseph Jr FCJ:

The appellant ('the Borrower Company') is the registered proprietor of certain lands comprised in HS(D) 11017 PTD 12680 ke HS(D) 11025 PTD 12688, HS(D) 11026 PTD 12690 ke HS(D) 11323 PTD 12987, HS(D) 11324 PTD 12989 ke HS(D) 11340 PTD 13005 in the Mukim Simpang Kanan in the District Batu Pahat, Johor ('the lands').

In September of 1980, the Borrower Company executed a first legal charge under the National Land Code 1965, ('the Code') over the lands in favour of Bank Bumiputra Bhd., the first respondent, ('the Bank') to secure banking facilities granted to the Borrower Company, bearing presentation No. 17837/ 80 Volume 756 Folio 29 and registered on 18 September 1980 ('the First Statutory Charge').

Similarly, in June 1985, the Borrower Company executed a second legal charge under the Code over some of the lands, namely, HS(D) 11325 PTD No. 12990 to HS(D) 11340 PTD No. 13005, in favour of the Bank to secure banking facilities granted to the Borrower Company, bearing presentation No. 6658/85 Volume 1376 Folio 82, and registered on 30 June 1985 ('the Second Statutory Charge').

The First and the Second Statutory Charges were duly registered under s. 108 of the Companies Act 1965 ('the Act') .

On 29 June 1985, the Borrower Company executed a deed of debenture in favour of the Bank to secure various banking facilities ('the Debenture') whereby the Borrower Company created.

(1) a fixed charge over all its plant, equipment, machinery, motor vehicles with its accessories and parts pertaining thereto, and

(2) a first floating charge over, inter alia, all its undertakings, properties and assets, both moveable and immovable.

The provisions of the Debenture, so far as relevant to this appeal, were these:

(i) at any time after the moneys thereby secured shall have become repayable: (a) the Bank or any authorised person may enter into and upon any land or premises where the properties or assets of the company thereby charged are and may take possession and control thereof (s. 8.03); and

(b) The Bank may appoint any persons to be the Receivers and Managers of the properties thereby charged to it (s. 8.03 (c)).

(ii) the Receivers and Managers appointed by the Bank shall have power, inter alia:

(a) to take possession of or collect and get in all the properties or assets charged under the said Debenture;

(b) to carry on, manage or concur in carrying on or managing the company's business;

(c) to sell or concur in selling any of the assets or properties of the company thereby charged at such price as they in their absolute discretion shall think fit, having regard to the views and desires of the Bank; and

(d) to do all such other reasonable acts and things as may be considered to be incidental or conducive to any of the matters or powers contained in the said debenture and which the Receivers and Managers may lawfully do as agents of the company (s. 8.04);

(iii) the Bank may at any time after the moneys thereby secured shall have become payable effect the sale of any of the properties of which it takes possession and the company shall do all things necessary to enable the Bank to complete any such sale (s. 10.07).

The Debenture was duly registered pursuant to s. 108 of the Act .

Events having occurred upon which the powers to appoint receivers and managers under the Debenture became exercisable on 13 August 1987, the Bank pursuant to such powers, duly appointed the second, third and fourth respondents as Receivers and Managers of the Borrower Company ('the Receivers and Managers').

In these circumstances, the Receivers and Managers recognising that there was no express provision in the Debenture appointing them as attorneys of the Borrower Company and being desirous of selling the lands without resorting to proceedings under the Code to obtain a judicial sale, chose to apply to the High Court by way of Originating Summons issued on 1 October 1988 "for leave to sell the lands."

On 27 February 1989, th