JUDGMENT

Lim Beng Choon J:

In an application made by way of this originating summons filed on 17 October 1989 the 1st applicant namely the Malaysian French Bank Berhad is asking for inter alia the following orders, which I quote:

(a) that the receivers and the managers (who are named as 2nd, 3rd and 4th applicants) of Joo Seng Rubber Co. Sdn. Bhd. (who is named as the 1st respondent) be at liberty to sell the abovesaid lands and/or parts thereof and securities registered in the name of Joo Seng Rubber Co. Sdn. Bhd. in accordance with the terms of the debenture dated 11 March 1971; (Words in parenthesis are mine).

(b) that the 1st applicant Malaysian French Bank Berhad, and/or the receivers and managers of Joo Seng Co. Sdn. Bhd. be entitled to execute on behalf of the said Joo Seng Rubber Co. Sdn. Bhd. any transfers in respect of the said lands which the receivers and managers may present;

(c) that any such transfers presented to the Registrar shall have stated therein the names of the transferees and the consideration;

(d) that any transfers of the said lands duly executed in the manner described in para.

(e) above be registered by the Registrar of Titles in favour of the transferees named therein.

The grounds relied on by the applicants as can be seen from the affidavit dated 17 October 1989 of their application can be summarised as follows.

By a debenture made on 11 March 1971 (the debenture) between the 1st respondent and Banque De L'Indochine, the 1st respondent charged its undertaking, property and assets both present and future by way of security in favour of Banque De L'Indochine to secure payment to the Banque De L'Indochine of the money obligations and liabilities mentioned in the debenture. The debenture was duly registered pursuant to the provisions of the Companies Act 1965. The provisions of the debenture which are material to the present case are inter alia as follows and I quote:

(a) the principal monies thereby secured shall become immediately repayable on demand being made by Banque De L'Indochine;

(b) Banque De L'Indochine may, at any time after the principal monies thereby secured shall have become payable, appoint any person or persons to be receivers and managers of the property and assets thereby charged;

(c) such receivers and managers appointed as aforesaid shall be the agents of the company (namely the 1st respondent) and shall have power inter alia:

(i) to take possession of and get in the property and assets of the company thereby and/or;

(ii) to sell or concur in selling any of the properties and assets thereby charged. And in exercising the power of sale thereby conferred, the receivers and managers may sell at such time and in such manner and at such price as they think fit, and in exercising such discretion they may have regard to the views and desires of Banque De L'Indochine and shall not be accountable for any loss or damage which may be alleged to have been suffered by the company by reason of their discretion;

(iii) to do all such other acts and things as may be considered to be incidental or conducive to any of the matters or powers therein and which they may lawfully do as agent of the company and/or;

(iv) to do any other act or thing which a receiver and manager appointed by the Court is permitted to do.

(d) The net proceeds of any sale shall be applied by the receivers and managers:

Firstly in payment of all costs, charges and expenses of and incidental to the appointment of the receivers and managers or the exercises by them of all or any powers therein including reasonable remuneration of the said receivers and managers;

Secondly in or towards payment of all interest;

Thirdly, in or towards payment of all principal monies secured in thereby and

Fourthly, any surplus shall be paid to the company.

In addition to the said debenture, the 1st respondent had on 11 March 1971, charged its land held under certificate of title no. 14733 for Lot 1558N in the town of Ipoh, Kinta in favour of Banq