DREAM STATION PROPERTY SDN. BHD. v Suruhanjaya Syarikat Malaysia (SSM) (MA-24NCC-5-03/2026)

This is an application by way of Originating Summons taken out under Order 88 rule 2 of the Rules of Court 2012, invoking sections 352 and 361 of the Companies Act 2016. The Plaintiff, a company incorporated in Malaysia, is the chargor of two charges registered with the Defendant, the Registrar of Companies. The relief sought is the rectification of the register of charges by the amendment of a single particular — item 8 in each of the two statements of particulars lodged in respect of charge numbers 005 and 006.

The two charges arise out of a banking facility. By a Letter of Offer dated 24 November 2025, Public Bank Berhad granted credit facilities to the Plaintiff. Among the securities stipulated was a Deed of Assignment of Rental Proceeds, dated 14 January 2026, over two industrial properties belonging to the Plaintiff. That assignment, being a charge created by a company, was lodged for registration with the Defendant, and certificates of registration of charge numbered 005 and 006 were duly issued on 5 February 2026.

In each statement of particulars, item 8 described in the prescribed form as "a short description of the property affected" recorded the postal address of the property concerned but omitted the registered leasehold title under which that property is held. The Plaintiff seeks leave to amend item 8 so as to insert the registered title particulars, namely Pajakan Mukim 455 (Lot 2209) for charge 005 and Pajakan Mukim 463 (Lot 2210) for charge 006.

The Defendant has filed no affidavit in opposition. By a letter dated 2 April 2026, the Registrar of Companies stated that it has no objection to the application, subject to certain conditions. The application is therefore, in substance, unopposed. That circumstance does not relieve the Court of its duty to be independently satisfied that the statutory conditions for rectification are made out before the discretion conferred by section 361 is exercised.

The central question is whether the omission of the title particulars from item 8 of each statement of particulars is of a character that attracts the rectification jurisdiction in section 361 of the Companies Act 2016; and, if it is, whether the Court should exercise its discretion to order the amendment sought, and upon what terms. A threshold question, concerning the regularity of the proceedings and in particular the amendment of the Originating Summons itself, also requires brief attention.

The material facts are not in dispute. They are drawn from the Supporting Affidavit of Teoh Keat Wee affirmed on 13 February 2026 (Enclosure 2) and its exhibits, and from the Affidavit of Correction of the same deponent affirmed on 3 April 2026 (Enclosure 6) and its exhibit.

By the Letter of Offer dated 24 November 2025, exhibited as TKW-A to Enclosure 2, Public Bank Berhad approved credit facilities in favour of the Plaintiff comprising a Fixed Loan (Redraw) of RM1,000,000.00, a Business Loan Decreasing Term Assurance of RM2,410.00, and a Visa Business Card facility of RM50,000.00. The facilities were to be secured, among other instruments, by an assignment of rental proceeds over each of two properties: Property (1), Lot 2209, held under Pajakan Mukim 455; and Property (2), Lot 2210, held under Pajakan Mukim 463 — both situated at Jalan Abadi 1, Taman Malim Jaya, 75250 Melaka, in the Mukim of Bachang, District of Melaka Tengah.

Pursuant to that requirement, a Deed of Assignment of Rental Proceeds dated 14 January 2026 was created by the Plaintiff in favour of Public Bank Berhad over each property. As a charge created by a company within section 352 of the Companies Act 2016, the assignment fell to be registered with the Defendant. The statement of particulars for each charge was lodged, and the Defendant issued the Certificate of Registration of Charge numbered 005 (Serial No. SSM 5802248) and numbered 006 (Serial No. SSM 5802249), each given under the hand and seal of the Registrar at Melaka on 5 February 2026. These documents are exhibited collectively as TKW-B to Enclosure 2.

In the statement of particulars for charge 005, item 8 recorded "Lot 2209, Jalan Abadi 1, Taman Malim Jaya, 75250 Melaka". In the statement of particulars for charge 006, item 8 recorded "Lot 2210, Jalan Abadi 1, Taman Malim Jaya, 75250 Melaka". Neither entry recorded the registered leasehold title under which the property concerned is held.

The Originating Summons was filed on 4 March 2026 (Enclosure 1). It sought, in prayer 1, leave to amend item 8 of each statement of particulars to add the registered title. As originally framed, prayer 1(b) — concerning charge 006 — described the amended-to address as "Lot 2209", although the title there set out was that of Lot 2210 (Pajakan Mukim 463). That internal inconsistency was later corrected.

By a letter dated 2 April 2026 (Enclosure 4), the Registrar of Companies conveyed that it had no objection to the application, subject to three conditions: first, that the obsolete expression "Borang 34" a form designation no longer used under the Companies Act 2016 be deleted throughout, and the description "Statement of Particulars to be Lodged with Charge" retained; secondly, that the discrepancy between "Lot 2209" in prayer 1(b) and the property particulars in the Supporting Affidavit and exhibit TKW-A be reconciled; and thirdly, that the Plaintiff file an affidavit of correction exhibiting the leasehold titles for Pajakan Mukim 455 and 463. The letter further directed that the Originating Summons be amended pursuant to Order 20 rule 12 of the Rules of Court 2012 to render the cause papers regular, and stipulated an administrative cost of RM600.00 and set out the steps for lodging the sealed order.

The Plaintiff complied. An Affidavit of Correction was affirmed on 3 April 2026 (Enclosure 6), exhibiting as TKW-AA the certified copies of the issue documents of title for both properties. Those titles confirm that the Plaintiff is the registered proprietor of Pajakan Mukim 455 (Lot 2209) and Pajakan Mukim 463 (Lot 2210), and that each is already subject to a registered charge in favour of Public Bank Berhad the charge over Lot 2209 having been registered on 5 December 2012 and that over Lot 2210 on 18 December 2012.

An Amended Originating Summons was filed on 6 April 2026 (Enclosure 5) and re-sealed on 8 April 2026 (Enclosure 7). The amendments deleted the expression "Borang 34" throughout and corrected the address in prayer 1(b) from "Lot 2209" to "Lot 2210", so that the postal description and the registered title for charge 006 are now congruent. C. ISSUES FOR DETERMINATION

Two issues arise. The first is whether the application is regularly constituted and maintainable, including whether the amendment of the Originating Summons was properly effected. The second is whether the conditions for rectification under section 361 of the Companies Act 2016 are satisfied and, if so, whether the Court should order the amendment of item 8 of the statements of particulars for charges 005 and 006, and upon what terms. The first is a threshold issue; the second is dispositive. The second issue is not merely one of application. It carries within it a question of construction what amounts to the omission of a "particular" within the section and a logically anterior question as to how the power of rectification stands with the conclusiveness of the certificates of registration already issued. Both must be confronted before the discretion is reached. D. STATUTORY AND LEGAL FRAMEWORK

The registration of company charges is governed by the relevant Subdivision of Part III of the Companies Act 2016. Section 352 requires that, where a registrable charge is created by a company, a statement of the prescribed particulars of the charge be lodged with the Registrar for registration. Item 8 of the prescribed statement calls for "a short description of the property affected". Upon registration, the Registrar issues a certificate of registration under section 357(3) of the Companies Act 2016, which is conclusive evidence that the requirements of the Act as to registration have been complied with.

The power to correct the register is found in section 361, which is headed "Extension of time and rectification of register of charges". So far as presently relevant, the section empowers the Court, on being satisfied that the omission or misstatement of any particular with respect to a charge was accidental or due to inadvertence or to some other sufficient cause, or is not of a nature to prejudice the position of creditors or shareholders of the company, or that on other grounds it is just and equitable to grant relief, to order — on the application of the company or any person interested, and on such terms and conditions as seem just and expedient — that the omission or misstatement be rectified.

Two features of section 361 govern the analysis. First, the grounds are disjunctive. It suffices that any one of them is established; the applicant need not show both that the error was inadvertent and that it occasions no prejudice, although in practice the two will frequently coincide. Secondly, the jurisdiction is discretionary. Satisfaction of a ground opens the door; it does not compel relief. The Court retains a discretion, to be exercised judicially, and may attach such terms as are just and expedient.

Because the substance of the application is not contested, it is unnecessary to set out the law at any greater length. The centre of gravity lies not in the identification of the governing provision, which is clear, but in its application to the particular omission in issue.

The Originating Summons is the correct originating process. Order 88 rule 2 of the Rules of Court 2012 provides for applications under the Companies Act to be made by originating summons, and an application for rectification of the register of charges under section 361 falls within that rule. The Registrar of Companies, as the custodian of the register sought to be rectified, is the proper party to be named as Defendant.

The amendments to the Originating Summons do not impair its regularity. They were made pursuant to Order 20 rule 12 of the Rules of Court 2012, at the express instance of the Registrar, and before the hearing. They were corrective in nature: the deletion of the obsolete designation "Borang 34", and the correction of a transcription error in the address stated in prayer 1(b). Neither amendment introduced a new claim or altered the substance of the relief sought; each brought the process into conformity with the title documents and with the current statutory nomenclature. No question of prejudice to the Defendant can arise, the amendments having been made at the Defendant's own direction. The application is regularly constituted and maintainable.

The dispositive issue is whether the omission of the registered title particulars from item 8 of each statement of particulars attracts the rectification jurisdiction, and whether relief ought to be granted.

A preliminary matter of coherence must be confronted, for it is implicit in the relief sought. The certificates numbered 005 and 006 were issued under section 357(3) of the Companies Act 2016, and a certificate so issued is conclusive evidence that the requirements of the Act as to registration have been complied with. It may be asked how the register can be rectified at all if the fact of registration is placed beyond challenge. The answer lies in distinguishing the two matters with which the provisions are respectively concerned. The conclusiveness conferred by section 357 attaches to the validity and the fact of registration that the charge was registered, and registered in time, so as to bind the liquidator and creditors and to fix its priority. It does not warrant the accuracy of every descriptive particular entered in the statement. Section 361 operates only upon that descriptive content, and does so without disturbing the validity which the certificate conclusively establishes. Rectification of item 8 therefore detracts nothing from the conclusiveness of the certificates: it corrects the description while leaving the registration, its date and its priority wholly intact. The two provisions occupy different fields, and the conclusiveness of the certificates is no impediment to the relief sought.

The first question is whether what occurred is an "omission or misstatement of any particular" within section 361. It plainly is. Item 8 of each statement called for a description of the property affected. The entries made — the postal addresses of Lot 2209 and Lot 2210 — were accurate so far as they went, but each omitted the registered leasehold title under which the property is held. The registered title is a particular of the property affected; its absence is, in the language of the section, the omission of a particular with respect to the charge. The word "particular" in section 361 is not at large; it takes its content from the prescribed statement itself. Item 8 requires a description of the property affected, and the registered title is precisely an element that field is designed to capture. Whether a particular has been omitted is therefore to be tested by reference to what the prescribed field requires, and not by asking whether the entry in fact made is false. An entry may be accurate as far as it goes and yet remain deficient as a particular, because it leaves unstated something the form requires to be stated. On that construction, the omission of the registered title from item 8 is the omission of a particular within the section, notwithstanding that the postal address recorded was correct.

The second question is whether the omission was "accidental or due to inadvertence". On the evidence in the Supporting Affidavit affirmed on 13 February 2026, it was. The deponent is the solicitor who prepared and lodged the statements of particulars. He deposes that the chargee, Public Bank Berhad, required the title particulars to be inserted into item 8, the entries as lodged having carried only the postal addresses. The natural — and only reasonable — inference is that, in completing item 8, the registered title was inadvertently left out. There is nothing to suggest that the omission was deliberate, or that it served any purpose. I am satisfied that it was an inadvertent omission in the preparation of the particulars.

The third question, the absence of prejudice, points firmly in the same direction and would independently suffice. The amendment sought does not enlarge the security, alter the date or nature of the charge, or affect its priority. It adds, to a description that was already substantially accurate, the registered title that identifies the property with precision. The issue documents of title exhibited as TKW-AA to the Affidavit of Correction confirm that each property is held by the Plaintiff under the very title proposed to be inserted, and that each is already charged to the same chargee, Public Bank Berhad, under registrations effected in December 2012. The amendment therefore brings the register into closer correspondence with the true state of the title. It improves, rather than disturbs, the integrity of the register. No creditor or shareholder of the Plaintiff stands to be prejudiced by it, and none has appeared to assert any prejudice. That conclusion is fortified by the confined reach of the jurisdiction. The charges registered as 005 and 006 are the charges constituted by the Deed of Assignment of Rental Proceeds a security over the rental proceeds of the two properties created by the company and registrable under the Companies Act 2016, and are distinct from the registered charges over the land itself, which were created under the National Land Code and have stood in favour of the same chargee since December 2012. Rectification under section 361 operates only upon the descriptive record kept by the Registrar of Companies. It cannot, and does not, enlarge the security, alter its priority, or affect any right determined by the land register or fixed by the instrument of charge. The amendment completes the description of the property whose rental is assigned; it leaves the substance of the security exactly as the parties made it. A power to correct the record is not a power to alter rights, and nothing in the order that follows is to be read as doing the latter.

The position of the Registrar reinforces this conclusion. By the letter dated 2 April 2026, the custodian of the register has stated that it does not object to the rectification sought. That non-objection is not, of itself, a ground for relief the jurisdiction is the Court's, and the statutory conditions must be independently satisfied but where the very authority charged with maintaining the register perceives no impediment to its correction, the absence of prejudice to the interests the register exists to protect is confirmed. It is as well to be exact about the standing of that non-objection. The Registrar is the custodian of the register, not the source of the Court's jurisdiction. The power to rectify is conferred upon the Court by section 361, and the conditions for its exercise must be found by the Court upon the evidence; they cannot be supplied by the consent of the very office whose record is to be corrected. The Registrar's position is relevant in one respect only as the considered view of the body charged with maintaining the register, it is cogent evidence that the interests the register exists to protect are not imperilled by the correction. It is no substitute for the Court's independent satisfaction, and an unopposed application of this character is not, for being unopposed, a self-proving one.

I should address the discrepancy in the Originating Summons as first filed, by which prayer 1(b) described the amended-to address for charge 006 as "Lot 2209" while setting out the title of Lot 2210. An application to correct the register must itself be accurate, and the Court has scrutinised the amended prayers against the titles exhibited as TKW-AA. The discrepancy was a transcription error, confined to the address line of a single prayer and inconsistent on its face with the title there stated. It has been cured by the Amended Originating Summons (Enclosure 7), in which the address for charge 006 now reads "Lot 2210", consistent with Pajakan Mukim 463. As corrected, prayer 1 accurately reflects the registered titles, and the amendment may be ordered without residual ambiguity. There is a short but not unimportant principle in this. A party who invokes the jurisdiction to correct a public record must bring to that exercise an instrument that is itself accurate, and the Court will examine an application for rectification with corresponding care before lending its authority to an alteration of the register. The defect here was minor and has been cured; but the requirement that the corrective process be itself correct is no formality, for an order founded on an inaccurate prayer would propagate the very kind of error it is invoked to remove.

One further matter should be noticed and then set aside. The Companies Act 2016 provides, alongside the curial jurisdiction in section 361, an administrative means by which certain documents lodged and registered may be corrected at the instance of the Registrar. Where precisely the line falls between corrections that may be effected administratively and those that require an order of the Court was not argued, and it does not arise for decision: the Registrar has required an order in this case, the jurisdiction under section 361 is plainly engaged, and the application has proceeded on that footing. I therefore express no view upon the demarcation between the administrative and the curial routes, a question better settled in a case that squarely raises it and in which the competing positions are argued.

It follows that the requirement of an accidental or inadvertent omission is satisfied; that the rectification is not of a nature to prejudice creditors or shareholders; and that it is, in any event, just and equitable to grant relief. More than one of the disjunctive grounds in section 361 is made out. The discretion is thereby engaged, and I can identify no consideration telling against its exercise. This is a proper case for rectification.

As to terms, section 361 permits the Court to impose such conditions as are just and expedient. The administrative cost of RM600.00 stipulated by the Registrar, and the lodging of the amended statements of particulars together with the sealed order within thirty days, are reasonable conditions directed at the orderly updating of the register. They are reflected in the orders below.

The application is regularly constituted, and the conditions for rectification under section 361 of the Companies Act 2016 are satisfied. The omission of the registered title from item 8 of each statement of particulars was an inadvertent omission of a particular; its correction prejudices no one and aligns the register with the true state of the title. This is a proper case in which to exercise the discretion to rectify, upon the terms set out below. The correction reaches the description of the property alone: it leaves the validity, the date and the priority of each registration undisturbed, and alters no right beyond the four corners of the register.

Having considered the Amended Originating Summons (Enclosure 7), the Supporting Affidavit (Enclosure 2) and the Affidavit of Correction (Enclosure 6) with their exhibits, and the letter of the Registrar of Companies dated 2 April 2026 (Enclosure 4), I make the following orders:

Leave is granted to the Plaintiff to amend item 8 of the Statement of Particulars to be Lodged with Charge dated 14 January 2026 in respect of each of the charges registered as charge numbers 005 and 006, in the following terms —

for charge number 005: from "Lot 2209, Jalan Abadi 1, Taman Malim Jaya, 75250 Melaka" to "Lot 2209, Jalan Abadi 1, Taman Malim Jaya, 75250 Melaka; Title: Pajakan Mukim 455, Lot 2209, Mukim Bachang, Daerah Melaka Tengah, Negeri Melaka"; and

(ii) for charge number 006: from "Lot 2210, Jalan Abadi 1, Taman Malim Jaya, 75250 Melaka" to "Lot 2210, Jalan Abadi 1, Taman Malim Jaya, 75250 Melaka; Title: Pajakan Mukim 463, Lot 2210, Mukim Bachang, Daerah Melaka Tengah, Negeri Melaka";

the amended Statements of Particulars, together with the sealed order, shall be lodged by the Plaintiff with the Registrar of Companies within thirty (30) days from the date of this order;

the Plaintiff shall pay to the Registrar of Companies the administrative cost of RM600.00 within thirty (30) days from the date of this order; and

there shall be no order as to costs. [33] For completeness, the Plaintiff, through the deponent of its affidavits, has undertaken to indemnify the Defendant in respect of this application and not to seek any costs against it. The order that there be no order as to costs accords with that undertaking and with the unopposed character of the application. Dated 24 June 2026 (YA Dato' Sri Raja Segaran A/L S. Krishnan) (Judicial Commisioner) High Court Of Malaya Malacca High Court (MELAKA) Lawyer For Applicant Encik Teoh Keat Wee bersama Encik Khaw Thian Keat Tetuan Teoh Keat Wee & Co. Peguamcara dan Peguambela Tingkat 30-1A, Tingkat 1, Jalan PPM 4, Plaza Pandan Malim Business Park, 75250 Melaka. Lawyer For Respondent Encik Rashidi bin Shamuddin Pegawai Undang-Undang, Bahagian Pendakwaan & Litigasi, Suruhanjaya Syarikat Malaysia, Menara SSM @ SENTRAL, No. 7, Jalan Stesen Sentral 5, 50623 Kuala Lumpur.