Tenaga Nasional Berhad v SIME DARBY PLANTATION BERHAD (B-01(IM)-67-02/2023)

PENTADBIR TANAH DAERAH KLANG … RESPONDEN-RESPONDEN [Dalam Perkara Mengenai Mahkamah Tinggi Malaya di Shah Alam Dalam Negeri Selangor Darul Ehsan Rujukan Tanah No.: BA-15-3-01/2020 ANTARA SIME DARBY PLANTATION BERHAD … PEMOHON PENTADBIR TANAH DAERAH KLANG … RESPONDEN TENAGA NASIONAL BERHAD …PENCELAH YANG DICADANGKAN] CORAM: AZIZAH BINTI NAWAWI, JCA AZIMAH BINTI OMAR, JCA AHMAD FAIRUZ BIN ZAINOL ABIDIN, JCA GROUNDS OF JUDGMENT Introduction [1] This is an appeal against the decision of the learned High Court Judge in dismissing Tenaga National Berhad’s (TNB) application to intervene or alternatively to be granted the right to appear and be heard in the land reference proceedings. Salient Facts [2] Based on the parties’ submissions, the facts reveal that the current land reference proceeding is in respect of the compulsory acquisition of portions of two parcels of land owned by Sime Darby Plantation Sdn Bhd (Sime Darby), namely Lot 5495, Geran No. 47151 and Lot 3637, Geran No. 44392, both situated in Mukim Kapar, Daerah Klang, Selangor (the said lands). [3]

The learned Judge found that the factual circumstances in Spicon Products (supra) were distinguishable. In that case, the party seeking to intervene was the landowner, whereas TNB is merely the paymaster and not the registered proprietor of the acquired land.

(ii) Although TNB was present at the land acquisition hearing, the learned Judge noted that TNB had neither been named as a party nor formally intervened in the proceedings. Additionally, TNB had failed to file any valuation report to support its position.

(iii) The learned Judge has referred to the Federal Court’s decision in Tenaga Nasional Nasional Bhd v Unggul Tangkas Sdn Bhd & Anor And Other Appeals [2018] 4 CLJ 285 (Unggul Tangkas), which affirmed the procedural requirement that any party intending to object to the Land Administrator’s award must file the Form N. In the present case, TNB had failed to do so.

(iv) The learned Judge emphasized that lodging Form N is crucial for any party seeking to object against the award in the land reference proceedings. TNB’s failure to comply with this mandatory requirement was fatal to its application. [12] In view of the above findings, the Court concluded that TNB, as the paymaster, had no legal standing to intervene or be accorded the right to appear and be heard in the land reference proceedings. Consequently, TNB is precluded from participating in those proceedings to safeguard its interests, including adducing evidence on matters such as the impact of the acquisition on the scheduled land and the use of the remaining land. Our Decision [13] Section 37 of the LAA outlines the criteria under which an aggrieved party may be entitled to challenge the decision of the land administrator through a land reference to the High Court. Section 37 of the LAA reads as follows: "Application to Court

(1) Any person interested in any scheduled land who, pursuant to any notice under section 10 or 11, has made a claim to the Land Administrator in due time and who has not accepted the Land Administrator's award thereon, or has accepted payment of the amount of such award under protest as to the sufficiency thereof, may, subject to this section, make objection to—

the measurement of the land;

the amount of the compensation;

the persons to whom it is payable;

the apportionment of the compensation.

Where the total amount awarded in compensation in respect of any interest in any scheduled land does not exceed three thousand ringgit the written award of the Land Administrator shall be final with regard to both the measurement of the land and the amount of compensation awarded, and no objection may be made under subsection (1) in respect thereof.

Where the total amount of any award in respect of any scheduled land exceeds fifteen thousand ringgit any Government or any person or corporation undertaking a work which in the opinion of the State Authority is of public utility, and on whose behalf such land was acquired pursuant to section 3, shall be deemed to be a person interested in any scheduled land under subsection (1), and may make objections on any of the grounds specified in subsection

(1)." [14] In Cahaya Baru Development Bhd v. Lembaga Lebuhraya Malaysia [2011] 2 MLJ 729, the Federal Court was asked to determine two questions, whether Lembaga Lebuhraya Malaysia

(as the paymaster) was first, a 'person interested' within the meaning of Section 37(3) of the LAA; and secondly, whether LLM was eligible to object to the compensation awarded to the landowner. The Federal Court answered the two questions in the affirmative and held: "[11] We would like also to refer to s. 2 of the Act which defines the term 'person interested' to include every person claiming an interest in compensation to be made on account of the acquisition of land under this Act. On this point we agree with the view taken by the Court of Appeal that the defendant as the 'paymaster' should be construed as a 'person interested' within the meaning of s. 37(1) read with s. 37(3) of the Act" Issue – which case applies – Unggul Tangkas or Spicon Products [15] There is no issue that TNB, as the paymaster falls within the definition of ‘person interested’, within the meaning of section 37(1) of the LAA. As such, TNB may challenge the amount of compensation by filing Borang N. However, TNB did not file Form N and filed an application to intervene instead. Therefore, the only issue in this appeal is whether TNB, as the paymaster, who has no objection to the land administrator’s award, has a right to participate and be heard in the land reference proceedings in order to safeguard its interest. [16] The learned Judge agreed with Sim Darby and applied the decision in Unggul Tangkas (supra) and rejected the case relied by TNB, a latter apex court decision in Spicon Products (supra). Unggul Tangkas case [17] The respondent relied on an earlier case of the apex court in Unggul Tangkas (supra), where the facts involved four appeals by TNB arising from two land reference proceedings. Unggul Tangkas owned two pieces of land acquired for TNB under the LAA and was awarded RM12.59 million in compensation. Dissatisfied, Unggul Tangkas objected to the award and initiated legal proceedings. [18] TNB applied to intervene in these proceedings and to submit the valuation and rebuttal reports. Unggul Tangkas objected, arguing TNB had no legal standing since it did not properly object under the LAA and was not a party with the right to challenge the award. The High Court allowed TNB to intervene but did not permit it to file the reports. [19] Both parties appealed, Unggul Tangkas against TNB’s intervention, and TNB against being denied the right to submit reports. The Court of Appeal ruled against TNB, saying it had no right to intervene, which also meant it could not submit any reports. [20] TNB then appealed to the Federal Court, raising several legal questions:

Is filing Form N under the LAA the only way a paymaster (like TNB) can be part of land reference proceedings?

(ii) Does a paymaster have the right to be involved in such proceedings to protect its interest?

(iii) If allowed to intervene, can the paymaster be denied the right to file valuation reports? [21] The Federal Court, in the judgment written by Zulkefli PCA held as follows: "[43] For the reasons above-stated, we would answer question 1 posed in these appeals in the affirmative. Other than the land administrator, only a person who has properly objected to an award under s. 37 of the Act is entitled to be a party to the land reference proceedings with all the rights that entails. Question 2 should be answered in the negative. A paymaster is not so entitled as a matter of course. Question 3 ultimately hinges on TNB succeeding in these appeals in respect of questions 1 and 2. Therefore, there is no necessity for us to answer question 3. In any event, the question of valuer's report is a matter that ultimately concerns the second respondent (the land administrator) in defending the award.” [22] In light of the answer to the first question of law, the apex court held that a paymaster is entitled to submit Form N under Section 37(1) of the LAA and may thereby be made a party to the land reference proceedings. The Federal Court had affirmed the Court of Appeal's decision in the same case, which held that TNB, as the paymaster, should have filed Form N if it wished to be heard in the land reference. Therefore, there is no blanket exclusion against the paymaster to be made a party in a land reference case. The Federal Court held as follows: "[28] We noted that the undisputed facts in the present case showed that during the land acquisition hearing before the land administrator, the landowner, Unggul Tangkas, was present. TNB was also present. It was also not disputed that during the course of the acquisition hearing, TNB was not named as a party thereto. Neither was it present there as an intervener. Neither did it present any valuation report pertaining to the scheduled land that was the subject matter of the acquisition exercise. [29] We are of the view the provisions of the Act made it clear that the lodging of Form N is essential if a party seeks to object to an award in land reference proceedings as it is aimed at an expeditious resolution of the objection to the award". [23] On the factual matrix of this case, the learned Judge applied the decision in Unggul Tangkas and held that the filing of Form N is the only mode for a paymaster to be a party in the landowner’s land reference. Therefore, since TNB did not file Form N, then TNB is not entitled to intervene in the land reference. Spicon Product’s case [24] In Spicon Product’s case, the appellant was the registered owner of the land acquired for the first respondent, Tenaga Nasional Berhad (TNB), for the construction of its main substation. Pursuant to section 12 of the LAA, the Land Administrator held an enquiry and subsequently awarded the appellant compensation of RM467,154.22. The appellant accepted this sum without objection and did not file any Form N. [25] TNB, however, disputed the award in relation to the “incidental costs” and lodged its objection through Form N. The LA then referred TNB’s objection to the High Court via Form O, naming TNB as the applicant and the LA as the respondent. Although the appellant was described in Form O as “a person interested in the land,” it was not cited as a party to the reference. [26] The appellant then applied to intervene in the land reference on the basis that as the landowner and recipient of the compensation for the acquisition, it would be prejudiced by any reduction in the compensation amount. The appellant applied to intervene in the land reference proceedings by filing an application under Order 15 rule 6(2)(b) of the ROC 2012. [27] TNB opposed the appellant’s application on several grounds:

that it constituted an abuse of the statutory process under the

(ii) that the filing of Form N was a mandatory statutory requirement and the sole means by which any interested person could become a party to a land reference;

(iii) that the appellant’s failure to file Form N was fatal and barred it from participating in the proceedings;

(iv) that the appellant’s interests were adequately protected by the respondent; and

that it was the Land Administrator’s duty to defend the award. [28] The High Court allowed the appellant’s application. However, on appeal, the Court of Appeal set aside that decision, holding that the procedure adopted amounted to an abuse of the court’s process and that the appellant was required, under the Act, to have filed Form N. [29] The central issue for determination in the Federal Court was whether a landowner who has accepted the Land Administrator’s award of compensation without objection is nonetheless entitled to intervene and participate in land reference proceedings initiated by another interested party, in this case, the “paymaster” who had objected to the award. [30] The Federal Court held that a landowner who had accepted an award is not entitled to lodge any objection, as it did not fulfil the requirements of Section 37(1) for lodging an objection. The apex court held that a landowner is not obliged to lodge Form N in order to participate in the reference proceedings at the High Court. The landowner, whose land stands acquired and whose interests are undeniably affected by an objection referred to the High Court, is entitled to invoke Order 15 r 6 of the RC 2012 and may apply to intervene and participate in the reference proceedings in order to protect its rights and interests. [31] Therefore, the Federal Court in Spicon Product has established the following general propositions in land reference proceedings in the High Court: -

that the filing of the Form N is not required to participate in the land reference proceedings when a party has accepted the award without objection; and

(ii) that an application to intervene in the land reference proceedings pursuant to O. 15 r. 6(2)(b) ROC may be made in appropriate circumstances. [32] In paragraph [91], the apex court held as follows: “As discussed, none of the provisions within Act 486, whether expressed or by necessary inference, provide for the exclusion of a landowner who has accepted the award without objection to participate at any land reference proceedings. Consequently, a landowner whose land stands acquired and whose interests are undeniably affected by an objection referred to the High Court, is indeed entitled to invoke O. 15 r. 6 of the Rules of Court 2012. Such a landowner as the appellant before us is entitled to apply to intervene and participate in the reference proceedings in order to protect its rights and interests” (emphasis added) [33] However, before this Court the respondent took the position that the decision in Spicon Products (supra) is only relevant to the rights of landowners and not to paymasters. [34] We are of the considered opinion that the Federal Court in Spicon Products (supra) did not make any distinction between landowners and paymasters. In fact, the Federal Court in Spicon Products (supra) also agreed with the decision of the Court of Appeal in Sistem Penyuraian Trafik KL Barat Sdn Bhd v. Kenny Heights Development Sdn Bhd [2009] 4 CLJ 57 that the paymaster was entitled to intervene in the reference proceedings initiated by the landowner; “[109] As for the Court of Appeal decision in Sistem Penyuraian Trafik KL Barat Sdn Bhd v Kenny Heights Development Sdn Bhd & Anor, we find that decision relevant as the ratio decidendi concerned the application or otherwise of the Rules of the High Court 1980, whether a person interested may invoke these Rules to intervene in the reference proceedings. We agree with the majority in that SPRINT, the concessionaire who had to pay compensation to the landowner Kenny Heights for the acquisition of its land for the construction of a highway which we now know as the SPRINT Highway, was entitled to intervene in the reference proceedings initiated by Kenny Heights, invoking O 15 r 6 of the Rules of the High Court 1980. Kenny Heights objected to the application but the Land Administrator did not. The application was refused and on appeal, allowed by majority with KN Segara JCA, dissenting.” [110] Citing the Federal Court decision in Arab Malaysia Merchant Bank Bhd (supra) as well as a line of decisions recognising legal interest is established where compensation for acquisition of land is to be paid by the party for whom the land was acquired, Abdul Malik Ishak JCA writing for the majority in the Court of Appeal reasoned that SPRINT was entitled to intervene as it: … has a direct legal interest in the amount of compensation payable in respect of the lands acquired pursuant to the Act for the purpose of the Highway which is a public utility and consequently in the land reference brought under s. 37 in respect of the lands. It has the standing to make an application to the Court and to object to the amount of the compensation under s. 37(1)(b).” (emphasis added) [35] Added to that, the Federal Court had also decided not to follow its earlier decision in Unggul Tangkas, and states as follows: “[118] With these clear terms as to how evidence is to be tendered and received by the High Court and what the procedure is in reference proceedings, it is difficult to agree with the view held by the Court of Appeal and to also maintain the position adopted in Unggul Tangkas. We also find reliance on the Privy Council decision in Collector of Land Revenue v. Alagappa Chettiar [supra], misplaced. It is incorrect to say that the land administrator is present at the reference proceedings to defend the award as he is "fully entitled to lead such evidence as he considered necessary to do so" equates to a landowner's lack of a right to attend and participate in reference proceedings initiated by some other person interested. Since reference proceedings are original proceedings with parties cast in the respective roles, as explained in Collector of Land Revenue v. Alagappa Chettiar, and as envisaged under the Third Schedule, the land administrator does not really defend the award for anyone. The land administrator merely explains its award and provide further justification if he chooses" (emphasis added) [36] In view of the decision in Spicon Products (supra), we are of the considered opinion that the learned High Court Judge is bound to follow the latest decision of the Federal Court in Spicon Products (supra). In this regard, the Federal Court in Dalip Bhagwan Singh v. Public Prosecutor [1998] 1 MLJ 125 observed that when two decisions of the Federal Court conflict on a point of law, the later decision prevails over the earlier decision and states as follows: - “…a later decision prevails over an earlier decision in the Federal Court and the question of comparative weights of a seven-man panel in Arulpragasan, three-man panel in Tan Boon Kean and five-man panel in Khoo Hi Chiang looms large as well. We would have to explain also all such things, and we do as follows. The doctrine of stare decisis or the rule of judicial precedent dictates that a court other than the highest court is obliged generally to follow the decisions of the courts at a higher or the same level in the court structure subject to certain exceptions affecting especially the Court of Appeal” (emphasis added) [37] The decision in Spicon Products (supra) was cited with approval by the Federal Court in the case of Tegas Sejati Sdn Bhd v Pentadbir Tanah dan Daerah Hulu Langat & Anor and another appeal [2024] 4 CLJ 1, where the court states as follows:- [24] We start our deliberations from art. 13(1) of the Federal Constitution. It guarantees that no person shall be deprived of property save in accordance with law. In Spicon Products Sdn Bhd v. Tenaga Nasional Bhd & Anor [2022] 4 CLJ 195; [2022] 2 MLJ 721, where the principal issue was whether the legal proprietor of land which had been acquired was entitled to attend and participate in reference proceedings even though the compensation awarded had been accepted without protest, this court held that in relation to art. 13, "the reading and application of this guarantee, there must be a propensity to safeguard as opposed to denying that guarantee. Unless and until there are clear provisions restricting a right of participation in any exercise to deprive property, any relevant law must be read to allow if not encourage such participation. The adequacy of any compensation paid for the deprivation may otherwise be compromised". (emphasis added) Conclusion [38] The Federal Court in Spicon Products (supra) has established that Order 15 rule 6(2)(b) of the ROC is the proper mechanism for an interested party to intervene in land reference proceedings. The Court made no distinction between paymasters and landowners for purposes of intervention under this provision and affirmed that a paymaster is entitled to attend and participate in such proceedings. [39] For the aforesaid reasons, we allow the appeal and we set aside the decision of the learned Judge. Accordingly, we order Sime Darby (the 1st Respondent) to pay costs of RM20,000.00 to TNB (the Appellant), subject to allocatur. There will be no order of costs against the PTG (the 2nd Respondent). Dated: 5 January 2026 sgd (AZIZAH BINTI NAWAWI) Judge Court of Appeal, Malaysia Parties Appearing: For The Appellant : Steven Thiru / David Ng Yew Kiat / Leah Samuel [Steven Thiru & Sudhar Partnership] For The Respondent 1 : Raneesha Thayalan / Isabella Cheah Chooi Mun [Tetuan Zain & Co.] For The Respondent 2: Hani Aziza Ismail@Aziz / Etty Eliany Tesno / Norfariza Binti Ridzuanhani Aziza [Penasihat Undang-Undang Negeri Selangor] Cases Referred:

Spicon Products Sdn Bhd v. Tenaga Nasional Berhad [2022] 2

Tenaga Nasional Nasional Bhd v Unggul Tangkas Sdn Bhd &

Cahaya Baru Development Bhd v. Lembaga Lebuhraya

Sistem Penyuraian Trafik KL Barat Sdn Bhd v. Kenny Heights

Dalip Bhagwan Singh v. Public Prosecutor [1998] 1 MLJ 125

Tegas Sejati Sdn Bhd v Pentadbir Tanah dan Daerah Hulu Langat & Anor and another appeal [2024] 4 CLJ 1