Abdul Malik Ishak J

From the affidavits, the facts of these two originating summonses were on all fours with one another and consequently, for convenience, they were heard together. The facts of these two originating summonses may be stated thus.

River View Properties Sdn Bhd ('River View') maintained two fixed deposits with BSN Commercial Bank (Malaysia) Bhd ('the bank') and the particulars of these two fixed deposits were:

(1) FD/93/0009311/11

RM Starting Date Maturity Date Rate Tenure

(407) ,625.12 14.07.95 14.10.95 5.8% 3 months

(2) FD/93/0011018/01

RM Starting Date Maturity Date Rate Tenure

(656) ,613.63 24.05.95 24.08.95 5.90% 3 months

On 14 February 1995, the bank received a written notice from the Official Receiver's office ('the OR'), wherein it was stated, inter alia, that River View had been wound up on 28 November 1994. On or about 27 February 1995, River View wrote a letter to the bank seeking, inter alia, the release of the accrued interest for FD/93/0009311/11, and to roll over the principal sum on three months' basis. The OR by letter dated 8 May 1995 informed the bank that by consent, the winding-up order of River View had been stayed. That consent order for the stay of the winding up was dated 21 December 1994. To date, the bank had not been served with the winding-up petition and the orders made therein. On 25 July 1995, River View wrote to the bank and sought for the release of the money in the fixed deposit vide FD/93/0009311/11. This request was again repeated by River View in their letter to the bank on 26 July 1995. The letter dated 25 July 1995 spoke of the need to utilize the money for purposes of 'day to day running and management of the company and payment of dividends.' On or about 31 July 1995 and 16 August 1995, Messrs Gulam & Wong, the solicitors for River View, wrote to the bank stating that the transfer of the fixed deposit of River View to the current account of River View did not constitute a disposal of assets. The bank, being wary, sought legal advice and through their solicitors Messrs Nijar, Kumar, Netto & Partners wrote to Messrs Gulam & Wong and the OR vide letters dated 7 August 1995 and sought clarifications as to what had happened thus far. On or about 22 August 1995 and 25 August 1995, the bank's solicitors wrote to Messrs Gulam & Wong and also to Messrs Shook Lin & Bok ('the petitioner's solicitors') and requested them to consent to an application to the court to validate the release of the two fixed deposits. Whilst Messrs Shook Lin & Bok have no objections, Messrs Gulam & Wong refused to give their consent. Surprising ly, before me the positions reversed. It was Messrs Gulam & Wong that supported the application and in fact filed an application to that effect vide Originating Summons No 24–894 of 1995 whilst Messrs Shook Lin & Bok objected to it. Be that as it may, on 25 August 1995, the bank's solicitors wrote to the OR and requested their permission to release the moneys. The OR responded and took the stand that they were not in a position to advise, and left the matter to the bank's solicitors to do what was right.

From the facts as narrated above, it is clear that the bank acted prudently and cautiously and at all times, they were keen to transfer all the moneys plus the interests in the two fixed deposits to River View provided they obtained the blessings of the court. River View was equally keen to lay their hands on FD/93/0009311/11.

I am asked to construe the consent order dated 21 December 1994, especially the words:

And It Is Also Ordered that the directors do undertake not to dispose of the assets of the company by any means whatsoever except for the payment of expenditure for the day to day running and management of the Company and payment of dividends in favour of River View.

The petitioner who petitioned for the winding up of River View on 28 November 1994 was none other than Lim Mong Sam @ Lim Ah Tee. Miss SL Goh, for the petitioner, agreed that the petitioner wou