Blue Valley Plantation Berhad v Ganesan a/l Ramasamy (AA-22NCvC-50-06/2022)

BLUE VALLEY PLANTATION BHD [COMPANY NO.: 191526-V]

BALAKRISHNAN A/L KALIANNAN [NRIC NO.: 8128021] 25/11/2025 23:41:59

PYLON RANGE SDN BHD [COMPANY NO.: 385436-W] ... DEFENDANTS 35 (COUNTERCLAIM ACTION) GROUNDS OF JUDGMENT 40 Introduction [1]. This case concerns a long, protracted corporate dispute spanning nearly three decades. At its core, this case lies a decisive but straightforward question that is whether the 45 defendant, Ganesan a/l Ramasamy, ever owned 50,000 shares in Blue Valley Plantation Bhd., a Cameron Highlands plantation company. What started as a 1995 oppression petition evolved into successive consent settlements in 1996 and 2013. The court must now determine whether those settlements were 50 based on genuine ownership or a mistaken claim made without consideration. Backgrounds facts [2]. The p Blue Valley plantation company owning land in Cameron Highlands. In 55 1995, a shareholder dispute arose, and several minority shareholders, including the defendant, Ganesan a/l Ramasamy, filed an oppression petition. In that petition, Ganesan claimed to hold 50,000 shares in Blue Valley. The dispute was resolved by a consent order on 18 October 1996, 60 whereby Ganesan was to receive RM125,000 and 1.5 acres of Blue Valley land in exchange for surrendering his alleged 50,000 shares. The monetary sum was deposited in court pending subdivision of the land. [3]. Before subdivision was completed, the same petitioners filed a 65 new suit to set aside the 1996 order. This resulted in a second consent order being entered into on 15 November 2013, reaffirming the earlier arrangement but with an increase in the settlement sum to RM267,397.14 (inclusive of interest) and transferring the subdivided 1.5 acres of Blue Valley land to 70 Ganesan. [4]. As the facts unfold, Blue Valley later discovered, during unrelated proceedings, that Ganesan had asserted the 50,000 shares came from a purchase from Balakrishnan a/l Kaliannan (2nd defendant in the counterclaim). Investigations revealed 75 that Balakrishnan owned 97,000 shares but had transferred all of them to Pylon Range Sdn Bhd (the 3rd defendant in the counterclaim) prior to the 1996 consent order. Blue Valley contends that Ganesan never owned the 50,000 shares and thus provided no consideration for the 1996 and 2013 80 settlements, by which Ganesan received RM267,397.14 and 1.5 acres of Blue Valley land, constituting unjust enrichment. [5]. Blue Valley now seeks declarations that Ganesan never had the 50,000 shares to surrender, that the land transfer and payment were null and void, and for restitution of the land and monies. 85 Ganesan maintains he validly acquired the shares from Balakrishnan in 1993 via Form 32A and related documents. The case hinges on whether Ganesan had any legal or beneficial title to the 50,000 shares that formed the basis of the settlements. 90 Issues [6]. Issues to be determined at the trial: a) Whether Ganesan validly acquired 50,000 Blue Valley shares from Balakrishnan in 1993. b) Whether Balakrishnan sold the same 97,000 shares to both 95 Ganesan and Pylon Range Sdn Bhd (Pylon Range). c) Whether Ganesan gave valid consideration to justify land and monetary benefits under 1996 and 2013 settlements. d) Whether Form 32A and the company registers genuinely reflect the ownership and transfer of relevant shares. 100 e) Whether the plaintiff is entitled to restitution due to mistake or fraud in past settlements. f) Whether only 97,000 105 Issue (a): Whether Ganesan validly acquired 50,000 Blue Valley shares from Balakrishnan in 1993? [7]. The core of the p defendant, Ganesan shares he purportedly transferred back to Blue Valley in return 110 for settlement benefits under the 1996 and 2013 consent orders. On a balance of probabilities, the court finds that Ganesan did not validly acquire the 50,000 shares from Balakrishnan [8]. While Ganesan relies heavily on a Form 32A dated 12.6.1993 115 and a contemporaneous letter from Balakrishnan to himself, these documents do not constitute conclusive evidence of a completed transfer of title. As submitted by the plaintiff, and supported by the authority of Tengku Ezuan Ismara bin Tengku Nun Ahmad & Anor v Lim Seng Choon David [2017] 120 MLJU 1927; [2017] 1 LNS 1840; [2017] MLRHU 1379, mere execution of Form 32A is insufficient to perfect a transfer unless the share register reflects the change. There is no evidence in registered as a shareholder of the 50,000 shares. The share 125 register was not amended or updated to reflect any such transaction. Append below the relevant passage from the judgment of Her Ladyship Khadijah Idris JC in Tengku Ezuan Ismara (supra) that reflects the legal proposition that mere execution of Form 32A is insufficient to perfect a transfer unless 130 the share register reflects the change: not been registered in the name of the purchaser, the person whose name is on the register of member remains the legal owner. Thus the Plaintiff may be the 135 beneficial owner of the Shares but that does not effectively confer on the Plaintiff the whole package of the rights that the Shares represents." And further clarified in para: 140 Shares from the 1st Defendant to the Plaintiff was not registered by the 2nd Defendant company." And again reaffirmed in paragraph: 145 company is obliged to take the necessary steps to give effect to the executed Form 32A. Under s. 105 of the CA 1965 if a company refuses to register a transfer of any 150 share the company is required, within one month after the date on which the transfer was lodged with it, notify transfer ought to have been perfected in accordance with the law, in particular the CA 1965." 155 [9]. Section 101(1) of the Companies Act 2016 provides that the register of members serves as prima facie evidence of legal title to the shares, unless there is evidence to the contrary. In essence, registration is the legal 160 basis for determining who holds ownership of shares in a company. The mere execution of transfer documents, such as Form 32A, without a corresponding entry in the register, does not confer legal title. Registration of members constitute as evidence of 165 legal title

(1) In absence of evidence to the contrary, the entry of the name of a person in the register of members as shareholder is prima facie evidence that legal title to the share is vested in that person 170 [10]. Moreover, under cross-examination, Ganesan conceded that he never received any dividend or shareholder correspondence, nor did he produce any share certificate in his name. Balakrishnan, for his part, testified that although he 175 signed documents in 1993, he could not recall the number of shares transferred. He candidly admitted to also selling 97,000 shares to Pylon Range in 1996, as supported by a Share Sale Agreement and corresponding Form 32A. [11]. 180 shares, as the total holding by Balakrishnan appears not to have exceeded 97,000. If indeed 50,000 shares had been transferred to Ganesan in 1993, Balakrishnan would only have had 47,000 shares left to sell in 1996. However, the 1996 Share Sale Agreement with Pylon Range expressly recorded a sale of 185 exactly 97,000 shares. [12]. Furthermore, the company secretary at the time of the purported 1993 transfer, Mr. Chiew Siew Heng, was never contacted to confirm whether the Form 32A had been processed or entered into the register. This omission 190 undermines the evidentiary weight of the alleged transfer. As I have noted earlier, registration is the essential step to effectuate a transfer under the Companies Act 2016. [13]. In view of the absence of corroborative company records, 195 d shareholder, the court finds that Ganesan never obtained legal or beneficial title to the 50,000 shares. [14]. The court finds that the defendant, Ganesan, had no beneficial interest in the alleged 50,000 shares. A crucial element of 200 beneficial ownership is proof of payment of consideration. Neither Ganesan nor Balakrishnan could establish that the RM50,000 was ever paid. Ganesan admitted he had no receipt 205 uncertainty and lack of credibility [15]. The letter of 12 June 1993, on which Ganesan heavily relies in his acquisition of 50,000 shares from Balakrishnan, is equally unreliable , but is silent on the essential matter of consideration. There is no 210 sum stated, no acknowledgment of receipt is recorded, and no terms of payment are set out. Such vagueness cannot discharge the burden of proof that a valid sale was concluded. A prudent purchaser paying RM50,000 in 1993 would reasonably insist on acknowledgment in writing and receipt of 215 payment to act for over three years to perfect the registration of share transfer, strongly suggests that no payment was ever made. [16]. Accordingly, the court holds that the alleged sale was aborted, and Ganesan never acquired any beneficial interest in the 220 50,000 shares. [17]. Even if the company refused to register the transfer of shares in favour of Ganesan, as alleged by him, Section 107 of the Companies Act 2016 provides a statutory remedy. It provides: section 107 Order of Court for registration 225

If a company refuses to register a transfer, the transferee or the transferor may apply to the Court for an order under this section.

On an application under subsection (1), the Court may order the company to register the transfer, if the 230 Court is satisfied that the application is well-founded.

the plaintiff must have been enriched;

expense;

that the retention of the benefit by the plaintiff was unjust; and

there must be no defence available to extinguish or 450 reduce the plaintiffs liability to make restitution [37]. In the present case, both the monetary sum of RM267,397.14 and the land measuring 1.5 acres were granted solely on the mistaken assumption that the Ganesan had surrendered shares 455 he never legally or beneficially owned. The share register of the plaintiff, as well as evidence from the cross-examination of Ganesan and Ramasamy, all confirm that the impugned shares remained with Balakrishnan until they were transferred entirely to Pylon Range, along with the remaining shares of 460 Balakrishnan. [38]. Under the principles in Badiaddin bin Mohd Mahidin & Anor v Arab-Malaysian Finance Bhd [1998] 1 MLJ 393; [1998] 2 CLJ 75; [1998] 1 AMR 909; [1998] 1 MLRA 183, decided by the Supreme Court, a consent judgment may be set aside 465 where consent was vitiated by fraud, mistake, or total failure of consideration. As the defendant had no shares to surrender, the consideration for the settlements wholly failed. The defendant was unjustly enriched at the p not permit him to retain benefits obtained on a false premise. 470 This is what the Supreme Court said: order of a judgment by consent are grounds which basically relate to consensus ad idem or the free consent of parties to a binding agreement or contract. It 475 is elementary that if it is proved that there are grounds which vitiate such free consent, the agreement is not binding. Now a consent order or a judgment by consent is undoubtedly based on an agreement of both parties where consent to the agreement must or should have 480 been free in the first place. If the agreement upon which a consent order or judgment by consent is based is vitiated by any ground recognized in equity as vitiating such free consent, such as fraud, mistake, total failure of consideration (see Huddersfield Banking Co Ltd v 485 Henry Lister & Sons [1895] 2 Ch 273 and the cases cited therein), such a perfected consent order or judgment by consent could be set aside in a fresh action filed for the purpose. Grounds which would vitiate such free consent should also include misrepresentation, coercion, and 490 (Underline emphasised) [39]. The plaintiff seeks restitution of the 1.5-acre land and RM267,397.14 paid to Ganesan a/l Ramasamy. Upon 495 evaluating the evidence and submissions, the court finds the plaintiff entitled to such relief. The court is satisfied that actual fraud has been established on the balance of probabilities. Alternatively, the plaintiff has at least proven that the payments made under the 1996 and 2013 settlements were induced by a 500 mutual mistake of fact regarding warranting the return of both the land and the money. [40]. The principle of unjust enrichment applies in the present case. The legal basis for restitution is thus firmly grounded in the equitable principle that no one should be allowed to profit at 505 [41]. Accordingly, the court allows the p Ganesan is directed to re-transfer the 1.5-acre land to the plaintiff and to repay the sum of RM267,397.14, with interest calculated from the date of payment until full satisfaction. 510 [42]. Consequently, the Consent Orders dated 18 October 1996 and 15 November 2013 are set aside on the ground of total failure of consideration, consistent with the principles affirmed in Badiaddin Bin Mohd Mahidin (supra). Issue (f): Whether 515 or only 97,000. [43]. The crux of the submission by counsel for the 2nd defendant (Balakrishnan a/l Kaliannan) in the counterclaim is that while documents suggest Balakrishnan sold 50,000 shares to Ganesan in 1993 and 97,000 shares to Pylon Range in 1996, 520 he cannot recall the numbers. Due to inconsistencies and unreliable records, he argues the court cannot safely determine how many shares he truly held in 1993. [44]. uncertainty in his shareholding is untenable. The 525 contemporaneous Share Sale Agreement of 15.5.1996 and the statutory register conclusively record his total holding as 97,000 shares, which were later transferred in their entirety to Pylon Range. Clerical inconsistencies do not undermine these binding documents. His poor recollection after 30 years cannot override 530 statutory evidence. There is no credible basis to suggest ownership of 147,000 shares. Accordingly, on the balance of probabilities, the court finds that Balakrishnan held only 97,000 shares, all of which were transferred to Pylon Range. This renders 535 a false assumption without valid proof. Assessment of witness testimony [45]. The court accepts the evidence of Summugam A/L S. Ramasamy, as it is consistent and reliable. As a director of Blue Valley at material times, his testimony was rooted in first-hand 540 knowledge of company affairs and supported by documentary evidence. His recollection of the events surrounding the implementation of the consent orders and the role of various parties was coherent and aligned with the p case. There were no profound contradictions or evasiveness 545 during his cross-examination. He answered questions directly, including those relating to the share ownership records and the process of land subdivision. Significantly, his testimony assisted the court to understand the internal workings of the company and place a proper context. The court finds 550 no reason to discredit his evidence, which is accepted in support of the p . [46]. The court finds Ganesan A/L Ramasamy to be a witness whose testimony is self-serving, evasive, and lacking in credibility on crucial issues. His claim of having purchased 50,000 shares 555 from Balakrishnan in 1993 is undermined by the absence of the original share certificate, the use of an outdated Form 32A, and his inability to produce any corroborating documentary evidence contemporaneous with the alleged transaction. Ganesan's explanations during cross-examination were 560 marked by inconsistencies, vague recollections, and convenient lapses in memory, particularly when questioned about the consideration for the alleged share purchase or his knowledge of subsequent transactions involving Pylon Range. The court notes his tendency to deflect or shift blame onto others, 565 including Balakrishnan, without substantiating his allegations. Taken as a whole, Ganesan's testimony appears to be tailored to justify the benefits obtained under two consent orders, rather than to establish a bona fide proprietary interest in the shares. His evidence does not withstand scrutiny. 570 [47]. The court finds the evidence of Ramasamy A/L Panilipan to be of limited probative value. His repeated emphasis that he was merely a "temporary unqualified secretary" of Blue Valley significantly undermines the reliability of his testimony on company records and share transactions. By his own 575 admission, he lacked formal training, secretarial certification, and any fundamental understanding of corporate governance, instead, he admits that he only candid admission, while honest, reveals that he functioned more as a passive recorder than a competent custodian of 580 statutory records. Therefore, his inability to explain the Form 32A processes or recall key documentation further weakens his credibility. The court is left with the impression that he was used as a nominal figure and incapable of verifying or authenticating the procedural regularity of the share transfers in question. His 585 evidence does not assist the court in resolving the material factual disputes. [48]. The court finds Balakrishnan a/l Kaliannan testimony to be highly unsatisfactory, evasive, and riddled with inconsistencies. His frequent recourse to memory lapses, especially concerning 590 material facts such as the number of shares owned, recipients of sale, and the consideration received, severely undermines his credibility. Despite documentary evidence, including transfer forms and a sale and purchase agreement signed by him, he repeatedly feigned ignorance or suggested blind reliance on the 595 company secretary. His assertion that he sold shares to both Ganesan and Pylon Range lacks coherence and is contradicted only 97,000 shares, all of which were transferred to Pylon Range. His answers oscillated between admission and denial, 600 often qualifying them reflecting either deliberate confusion or a disregard for the solemnity of court proceedings. The court views his evidence as unreliable and self-serving, and it is incapable of rebutting the documentary record. 605 Conclusion [49]. The court concludes that Ganesan a/l Ramasamy failed to prove any lawful ownership of 50,000 shares in Blue Valley, which he claimed to have acquired from Balakrishnan in 1993. The Form 32A he relied upon was never acted upon or 610 shareholder rights. In contrast, the evidence confirms that Balakrishnan transferred all 97,000 shares to Pylon Range in 1996 via valid documentation. As Ganesan gave no consideration, the 1996 and 2013 settlements were tainted by 615 fraud or, at the very least, by a fundamental mistake, entitling the plaintiff to restitution. Accordingly, the court makes the following orders: a) A declaration that Ganesan a/l Ramasamy did not have any valid or lawful ownership of 50,000 shares in Blue 620 Valley Plantation Bhd as at 1993 or thereafter. b) The Consent Orders dated 18 October 1996 (in suit 26- 3-1995) and 15 November 2013 (in suit 22NCVC-136- 2011) are hereby rescinded and set aside to the extent they confer benefits on Ganesan a/l Ramasamy arising 625 from the mistaken assumption of share ownership. This I allow in accordance with the case of Badiaddin Bin Mohd Mahidin & Anor v Arab Malaysian Finance Bhd (supra) as there is a total failure of consideration. c) That Ganesan A/L Ramasamy shall repay to the plaintiff 630 the sum of RM267,397.14, together with interest at the rate of 5% per annum calculated from the date the said sum was first paid until the date of full and final settlement. d) That Ganesan a/l Ramasamy shall transfer back to the 635 plaintiff the property known as GRN 34655, Lot 5035, Mukim Ulu Telom, Daerah Cameron Highlands, Negeri Pahang. e) Consequential to the order in paragraph (d) above, Ganesan A/L Ramasamy shall, within 14 days of this 640 judgment, execute the Form 14A transfer form and any other documents necessary to effect the transfer of the property known as GRN 34655, Lot 5035, Mukim Ulu Telom, Daerah Cameron Highlands, Negeri Pahang, from himself to the plaintiff. Ganesan shall forward the 645 said Form 14A and the original issue document of title, along with any other necessary documents, to the p default of voluntary transfer, the plaintiff shall be at liberty to apply for any further consequential or ancillary orders 650 necessary to enforce this Order. f) That Ganesan A/L Ramasamy shall deliver vacant possession of the property known as GRN 34655, Lot 5035, Mukim Ulu Telom, Daerah Cameron Highlands, Negeri Pahang, within thirty (30) days from the date of 655 this Order. In default thereof, the plaintiff shall be at liberty to apply for and execute a writ of possession to recover vacant possession of the said property, together with all consequential or ancillary orders necessary to give full effect to this Order. 660 [50]. As for the order of costs, the court, having considered the entirety of the evidence and the conduct of the parties, finds it just and proper to award costs to the plaintiff in the sum of RM70,000 in the original action against Ganesan A/L 665 Ramasamy and Balakrishnan A/L Kaliannan, jointly and severally. I decided so, because in truth, this case ought never to have proceeded to full trial. It could have been avoided entirely had Balakrishnan, as the central figure in the alleged share transaction, been forthright from the outset. Instead, his 670 c gave Ganesan the confidence to pursue his claim, even though it was weak. [51]. During cross- 675 unreliable, self-serving, riddled with contradictions, and lacking in candour. The c involvement and endorsement, Ganesan would have had no factual basis to sustain his cause, and the suit would have likely been withdrawn. In light of these circumstances, the costs 680 awarded by this court are warranted to reflect the unnecessary expenditure of judicial time in this suit and in the earlier proceedings where consent orders were obtained, as well as the wastage of party resources. [52]. In consequence of the findings and orders made above, the 685 court dismisses the counterclaim by Ganesan A/L Ramasamy against the plaintiff in the original action. Further, the claim by Ganesan A/L Ramasamy against the 1st, 2nd, and 3rd defendants in the counterclaim action is likewise dismissed, with costs of RM20,000 awarded in favour of Pylon Range, to 690 be borne by Ganesan A/L Ramasamy and Balakrishnan A/L Kaliannan, jointly and severally. Conclusion [53]. The court finds that Ganesan a/l Ramasamy never acquired legal or beneficial ownership of the 50,000 shares in Blue Valley 695 Plantation Bhd, and that the benefits he received under the 1996 and 2013 consent orders were granted under a fundamental mistake. The settlements are thus liable to be rescinded, and the plaintiff is entitled to restitution of the land and monies on the basis of total failure of consideration. 700 Further, given the unnecessarily protracted litigation caused by both Ganesan and Balakrishnan, the award of costs against them jointly and severally is fitting. Postscript: [54]. Following delivery of this c 705 the defendant sought clarification regarding the costs said to be awarded against a non-party. For completeness, I am compelled to address this matter by way of postscript. [55]. While courts do have the power to award costs against a non-party (see: Takako Sakao v Ng Pek Yuen (No 3) [2010] 2 MLJ 710 141; [2010] 1 CLJ 429; [2009] 3 MLRA 96), this is not such a case. In the present case, the order for costs against Balakrishnan does not fall within the category of the non-party costs, because Balakrishnan was named correctly as the 2nd defendant in the counterclaim, which forms part of the present 715 proceedings. Unlike in Takako Sakao v Ng Pek Yuen (No 3) [2010] (supra), where the individual was not a party and had no opportunity to defend himself. In the present case, Balakrishnan actively participated, filed pleadings, gave evidence, and was cross-examined. He enjoyed all procedural 720 safeguards afforded to litigants. Accordingly, the costs order was made in the ordinary course against a named litigant. Dated : 25 November 2025 725 [MOSES SUSAYAN] JUDGE 730 HIGH COURT IN MALAYA AT IPOH, PERAK Counsel : 735 For the plaintiff : V. Manoharan (together with Yohendra Nadarajan) Advocates and Solicitors [Messrs Yohendra Nadarajan] 740 Petaling Jaya, Selangor For the 1st defendant : S. Ravenesan (together with Janice Tay) Advocates and Solicitors 745 [Messrs S Ravenesan] Kuala Lumpur For the 2nd defendant : Roshan Selvaratnam Advocates and Solicitors 750 [Messrs Roshan] Petaling Jaya, Selangor For the 3rd defendant : Dato Jasbeer Singh Banta Singh Advocates and Solicitors 755 [Messrs Jasbeer Nur & Lee] Kuala Lumpur [Notice: This Grounds of Decision is subject to official editorial 760 revision] Headnotes COMPANY LAW: Shares Transfer of shares Whether Defendant acquired 50,000 shares Whether Form 32A sufficient without 765 registration Consideration Consent order premised on alleged shareholding Whether Defendant gave valid consideration Whether consent orders based on mistake or fraud Restitution Unjust enrichment CIVIL PROCEDURE: Consent judgments Setting aside Total 770 failure of consideration Whether consent orders vitiated by mistake or fraud Whether rescission warranted COSTS: Party and party costs Whether award against non-party justified Whether 2nd Defendant properly named in counterclaim Not a non-party costs scenario 775