2005 (5) TMI 326 - SC - Companies Law

Whether the respective Stock Exchanges were entitled to debit the amounts of Rs. 21 crores and Rs. 17 crores, respectively, towards their purported claim? Held that - It is true that the prayers made by the applicants herein in their applications are confined to the directions issued against them but having regard to the peculiar facts and circumstances of this case, that if a substantial sum lying with them are not available for disbursement to the claimants, the very purpose for enlarging the appellants herein on bail would not be subserved and in that view of the matter the order dated 3-4-2004, granting bail to the appellants herein should be recalled. Accordingly, the appellants, Arvind Mohan Johari and Anand Krishna Johari are hereby directed to surrender before the trial court within one week from the date whereupon they may be taken into custody.

Issues Involved:
1. Clarification and/or recalling of the order dated 3-11-2004.
2. Allegations of misrepresentation by the appellants.
3. Entitlement and liabilities of the Stock Exchanges (Bombay Stock Exchange and National Stock Exchange) concerning the appellants' dues.
4. Determination of disputes between the parties in appropriate forums.
5. Conditions for granting bail to the appellants.

Issue-wise Detailed Analysis:

1. Clarification and/or Recalling of the Order Dated 3-11-2004:
The applications were filed to clarify or recall an order dated 3-11-2004, which directed the applicants to deposit money lying in the credit of the appellants. This order was passed during the appellants' bail proceedings, where they contended that assets in their possession could be sold to pay depositors.

2. Allegations of Misrepresentation by the Appellants:
The appellants claimed that Rs. 17 crores and Rs. 13 crores were lying with the Bombay Stock Exchange and National Stock Exchange, respectively. However, both exchanges refuted these claims. The Bombay Stock Exchange detailed the appellants' settlement defaults and the utilization of collateral securities to meet obligations, asserting that no such amounts were held. Similarly, the National Stock Exchange clarified that the appellants had significant outstanding liabilities, and no such funds were available.

3. Entitlement and Liabilities of the Stock Exchanges:
The Bombay Stock Exchange and National Stock Exchange provided detailed accounts of the appellants' defaults and the utilization of their securities to meet settlement obligations. The exchanges emphasized that they were entitled to recover substantial amounts from the appellants due to unpaid arbitration awards and other liabilities. The court noted that the appellants misled it by claiming substantial sums were available with the exchanges.

4. Determination of Disputes Between the Parties:
The court highlighted that disputes between the parties should be resolved in appropriate forums created under the statutes. It acknowledged that the Stock Exchanges acted within their rights under their bye-laws to recover dues and fulfill settlement obligations. The court refrained from adjudicating these disputes within the bail proceedings.

5. Conditions for Granting Bail to the Appellants:
The appellants were granted bail based on their representation to disburse amounts to claimants by liquidating assets. However, the court found that the appellants misrepresented facts regarding the availability of funds with the exchanges. Consequently, it recalled the bail order, directing the appellants to surrender within one week. The court allowed the appellants to reapply for bail if they could settle dues through appropriate legal adjudications.

Conclusion:
The applications were disposed of with directions for the appellants to surrender and seek bail afresh upon resolving disputes with the Stock Exchanges. The court emphasized the need for disputes to be adjudicated by competent forums and highlighted the appellants' misrepresentation of facts in the bail proceedings.

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