JARDIN PHARMA BERHAD

On the court record

Illustrates how a borrower under receivership contests both the receivers' declaratory applications and the ultra vires validity of the financing that led to their appointment.

Jardin Pharma Berhad appears in the reported judgments as a pharmaceutical company litigating in the High Court (Mahkamah Tinggi) in a cluster of disputes with a receiver-and-manager and a financing bank, touching declaratory relief, injunctions and the doctrine of ultra vires. Its matters arise from the appointment of receivers and managers over charged assets and the challenges that flowed from that appointment.

In one decision the company was a respondent to an originating summons seeking declaratory relief under section 384 of the Companies Act 2016, where the receivers and managers sought rulings that the court held to be non-justiciable — an abstract, hypothetical ruling framed in vague and broad language, lacking an actual legal controversy. The court noted a valid tenancy agreement, the absence of privity, and that disputed matters were inappropriate for determination on affidavit through the originating-summons procedure, considering conversion to a writ action under Order 28 rule 8(1) and dismissing the application with no order as to costs. A connected matter concerned an application for an interim injunction, the court asking whether there were serious questions to be tried and where the balance of convenience lay, and examining whether the company still held the manufacturer's licence and product-registration holder status and whether damages would be an adequate remedy.

A further decision engaged the company as an applicant challenging the validity of financing and security agreements on ultra vires grounds. The court examined the commercial interpretation of the objects clause — whether it permitted pharmaceutical business activities — the protection of historical transactions under section 20(1) of the Companies Act 1965 read with section 620(4) of the Companies Act 2016, and whether the strict ultra vires doctrine had been reintroduced by section 35 of the Companies Act 2016. Across the matters, the company illustrates how a borrower under receivership contests both the receivers' declaratory applications and the underlying validity of the financing that led to their appointment.