JUDGMENT

On 19 November 1979, on the petitionof Grant, Kenyon & Eckhardt Sdn. Bhd. in Companies Winding-up No. 34/1979, a company cited as Selvam Holdings (M) Sdn. Bhd. was ordered to be wound up. On 25 August 1981, the first respondent and another were appointed liquidators of the company to succeedthe Official Receiver, who had been appointed provisional liquidator on 19 November 1979. There was no company registered as Selvam Holdings (M) Sdn. Bhd., but to the first and second respondents the company that was ordered to be wound up was Selvam Holdings(Malaysia) Sdn. Bhd., and steps in the winding-up were accordingly taken on that basis, with the result that the property of Selvam Holdings (Malaysia) Sdn. Bhd. and the interests of its directors and shareholders were affected.

Withthe exception of the fact that there was no company registered as Selvam Holdings (M) Sdn. Bhd., all those facts are disclosed by the second part, comprising paragraphs 14 to 22, of the affidavit in support of this application, which is represented to be theapplication of Selvam Holdings (Malaysia) Sdn. Bhd., and which was filed on 26 August 1992, thirteen years after the winding-up order. This application seeks an order that that winding-up order “is neither binding nor effective upon the applicant“ andseveral consequential orders for undoing the effects of the winding-up. That affidavit is by one Balasingam a/1 Sarvanamuthu, who claims to be a director and shareholder of the applicant. From paragraph 21 of that affidavit I am inclined to believe that thisapplication was initiated by Balasingam after he, as he claims, became a director and shareholder of the applicant. From his subsequent affidavit affirmed on 18 September 1992 it is clear that he considers himself to have been appointed director on3 August 1992, about three weeks before this application was filed. It is that affidavit that establishes that there was no company registered as Selvam Holdings (M) Sdn. Bhd.

The first half of Balasingam’s affidavit in support of thisapplication, comprising paragraphs 1 to 13, deals with matters that occurred before the said winding-up order. Those paragraphs and the related exhibits disclose the following facts.

The applicant was incorporated on 17 December 1971 as Selvam(Sdn.) Bhd. On 27 March 1975 it changed its name to Selvam Holdings (Malaysia) Sdn. Bhd.

In 1977 the applicant applied for a loan of RM1,700,000.00 from the Arab-Malaysia Development Bank Berhad (“AMDB“) to be guaranteed by the BankBuruh (Malaysia) Berhad (“BBM“) on the security, inter alia, of a debenture executed by the applicant in favour of BBM on the applicant’s Semenyih land, which I shall designate briefly as Lot 445.

On13 June 1977 BBM and AMDB executed the guarantee agreement. It says that at BBM’s request AMDB agreed to lend RM1,700,000.00 to the applicant whose address is given as No. 140, 1st Floor, Jalan Tuanku Abdul Rahman, Kuala Lumpur. For the terms ofthe loan, the agreement refers to AMDB’s loan memorandum dated 18 May 1977 to the applicant. It provides, inter alia, that BBM shall, on AMDB’s demand, repay AMDB the loan.

On 12 September 1977 a deedof debenture was executed by BBM and a company cited as Selvam Holdings (M) Sdn. Bhd. The address of this company is given as a certain number, 1st Floor, Jalan Tuanku Abdul Rahman, Kuala Lumpur, the number being, in the preamble, 40, in section 2.01(b), 140,and in section 9.01(a), 40. I note that while the guarantee agreement gives No. 140 as the applicant’s address, the notice, in Form 44, of change of address of the registered office of the applicant with effect from 3 August 1992, exhibited to Balasingam’saffidavit affirmed on 18 September 1992, gives the previous address of the applicant as No. 40.

I believe the former address of the applicant was No. 40 and not, as in the guarantee agreement, No. 140, which must be a mistake, just as No.140 in section 2.01(b) of the deed of debenture must also be a mistake. The correct address r