JUDGMENT

Atan Mustaffa Yussof Ahmad J:

[1] Before the court is an Originating Summons challenging the validity of financing and security agreements executed between 2006 and 2009, alongside an application for injunctive relief to restrain the enforcement of these agreements and the powers of receivers and managers appointed thereunder. The plaintiff, who became a shareholder in 2022, contends that the agreements are void ab initio as they were executed to finance business activities allegedly beyond the company's objects clause as stated in its memorandum of association. Central to this dispute are questions of corporate capacity under successive Companies Acts, the standing of shareholders to challenge historical transactions, and the court's approach to interlocutory injunctions in the context of secured creditors' rights and receiver-manager appointments.

Background Facts Of The Case

[2] This case involves an Originating Summons ("OS") filed on 14 August 2024 by the Plaintiff, Jardin Pharma Berhad ("Jardin"), against eight Defendants, including the 1st Defendant, SME Bank Bhd (SME Bank"), the 2nd Defendant, SMEB Asset Management Sdn Bhd ('SAM'), the 3rd Defendant, Xorix Sdn Bhd (In Receivership) ("Xorix"), and its former directors. The Plaintiff is a shareholder of Xorix, having purchased shares in the company in 2022. The Plaintiff seeks declarations and injunctions relating to a series of financing and security agreements entered into between SME Bank and Xorix between 206 and 2009. Arguments by Xorix as a party here refers to the arguments by the receivers and managers of Xorix.

[3] SME Bank granted the following financing facilities and associated securities to Xorix:

a) 30 August 2006: Fixed Asset Facility 1 for RM5,000,000.00, secured by a Debenture and a Joint & Several Guarantee & Indemnity Agreement.

b) 30 August 2006: Fixed Asset Facility 2 for RM1,000,000.00, also secured by the Debenture dated 30 August 2006 and a Joint & Several Guarantee & Indemnity Agreement.

c) 30 August 2006: Fixed Working Capital Facility for RM1,000,000.00, secured by the Debenture dated 30 August 2006 and a Joint & Several Guarantee & Indemnity Agreement.

d) 14 October 2009: Term Loan Facility for RM2,500,000.00, secured by a Debenture and a Joint & Several Guarantee & Indemnity Agreement.

e) 29 May 2009: Bridging Loan Facility for RM3,000,000.00, secured by a second Debenture and a Joint & Several Guarantee & Indemnity Agreement.

f) 9 July 2009: Two Hire Purchase Agreements, secured by the second Debenture dated 29 May 2009 and a Joint & Several Guarantee & Indemnity Agreement.

[4] All rights of SME Bank were subsequently vested in SAM pursuant to a vesting order dated 26 January 2015. The Plaintiff acknowledges the vesting order.

[5] Receivers and Managers ("R&Ms") were appointed over Xorix's assets at some point before the commencement of this action. Jardin is renting premises located at Lot 1, 2, 3 & 4, Kawasan Perindustrian Batu 7, 23000 Dungun, Terengganu Darul Iman ("the Premises'), which the R&Ms have taken steps to occupy. The R&Ms placed security guards at the Premises. Upon appointment, the R&Ms did not pay Xorix's employees, who were subsequently terminated. The employees filed claims with the Pejabat Tenaga Kerja Dungun ("PTKD"), and a meeting was scheduled for 26 September 2024 to discuss the claims

[6] Jardin also filed an application for injunctive relief with the OS. On 5 September 2024, Jardin's solicitors sent correspondence to the R&Ms regarding the ad interim injunction order, requesting the R&Ms cease representation of Xorix in all legal proceedings and withdraw any court papers filed after 5 September 2024.

[7] Prior to the commencement of the present action, Xorix initiated Suit 633, challenging the appointment of the R&Ms An interim injunction was granted in WA-22NCC-633-08/2023 ("Suit 633"). At the inter partes hearing on 12 December 2023, the Kuala Lumpur High court dismissed the injunction against the R&Ms and affirmed the