KAJ DEVELOPMENT SDN BHD (COMPANY NO.: 758285-D) 1. SINOHYDRO CORPORATION (M) SDN BHD (COMPANY NO.: 459023-V) 2. SURUHANJAYA SYARIKAT MALAYSIA

KAJ DEVELOPMENT SDN BHD (COMPANY NO.: 758285-D) 1. SINOHYDRO CORPORATION (M) SDN BHD (COMPANY NO.: 459023-V) 2. SURUHANJAYA SYARIKAT MALAYSIA

The Form 34 was validly lodged because the parties created a registrable charge by agreement on 8 February 2018 giving rise to a valid equitable charge; the Statement of Particulars correctly recorded the secured sum (which may be prospective); the Companies Act requires lodgement independent of registration under the National Land Code and there was no bad faith warranting expungement; rectification under s361 to clarify the instrument description was just and equitable.

Citation
WA-24NCC-312-06/2019 (Mahkamah Tinggi)
Parties
Plaintiff: KAJ Development Sdn Bhd; 1st Defendant: Sinohydro Corporation (M) Sdn Bhd; 2nd Defendant: Suruhanjaya Syarikat Malaysia; Counterclaimant: Sinohydro Corporation (M) Sdn Bhd; Counterclaim Defendant: KAJ Development Sdn Bhd
Court
High Court
Jurisdiction
Malaysia
Judgment Date
4 December 2020
Case Number
WA-24NCC-312-06/2019 (Mahkamah Tinggi)
Procedural Posture
Originating Summons Under Companies Act 2016 / Judgment on Originating Summons and Counterclaim (final)
Outcome
Plaintiff's originating summons dismissed; 1st Defendant's counterclaim allowed.
Legal Topics
Registration of Charges, Equitable Charge, Statement of Particulars (form 34), Rectification of Register Under S361, Performance Security
Source Language
Malay/English
Company Law Land Law Contract Law Commercial Law Registration of Charges Equitable Charge Statement of Particulars (form 34) Rectification of Register Under S361 +1 more

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Parties

KAJ Development Sdn Bhd

Plaintiff

Sinohydro Corporation (M) Sdn Bhd

1st Defendant

Suruhanjaya Syarikat Malaysia

2nd Defendant

Sinohydro Corporation (M) Sdn Bhd

Counterclaimant

KAJ Development Sdn Bhd

Counterclaim Defendant

Procedural Posture

Originating Summons Under Companies Act 2016 / Judgment on Originating Summons and Counterclaim (final)

Legal Issues

  1. 1 Whether the Statement of Particulars (Form 34) should be expunged for allegedly misrepresenting indebtedness
  2. 2 Whether a charge must be registered under the National Land Code before lodging a Statement of Particulars under the Companies Act
  3. 3 Whether lodging the Statement of Particulars was outside the contractual remedies agreed between the parties

Ratio Decidendi

The Form 34 was validly lodged because the parties created a registrable charge by agreement on 8 February 2018 giving rise to a valid equitable charge; the Statement of Particulars correctly recorded the secured sum (which may be prospective); the Companies Act requires lodgement independent of registration under the National Land Code and there was no bad faith warranting expungement; rectification under s361 to clarify the instrument description was just and equitable.

Court Disposition

Plaintiff's originating summons dismissed; 1st Defendant's counterclaim allowed.

Orders

  • Plaintiff's originating summons dismissed with costs
  • 1st Defendant's counterclaim allowed with costs