Lord Diplock:

[1] The facts which give rise to this appeal can be stated briefly.

[2] In 1972, Li-Ta Company (Pte) Limited ("Li-Ta") was the registered proprietor of alienated land in the State of Johore held under a number of titles. It was incorporated in Singapore and was indebted to the federation of Malaysia for income tax, which was overdue. On 30 August 1972, Li-Ta entered into an agreement with another company incorporated in Singapore, Temenggong Securities Ltd ("Temenggong"), for the sale of its Johore land to Temenggong. The consideration for the sale was the issue to Li-Ta of shares in Temenggong. The date for completion under the contract was on or before 30 September 1972. It took place on 22 September 1972, when the purchase price was satisfied and Li-Ta executed the transfers of the land in favour of Tumbuk Estate Sdn Bhd ("Tumbuk"), a wholly-owned subsidiary and nominee of Temenggong. Nine of the titles were subject to registered charges. These were discharged by Temenggong before applying to the Registrar of Titles for registration of the transfer of the land from Li-Ta to Tumbuk and the discharge of the charges. The applications to the Registrar were made o