9911796707
|
Home
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2020 (5) TMI 541 - HC - Companies LawPrinciples of Natural Justice - refusal to transfer the shares - principal grievance of the appellant in this appeal as well as as argued by the counsel for the appellant is, that the Company Judge has erred in disposing of the application of the appellant, without considering the merits thereof and in terms of the order dated 13th May, 2020 in applications of others and to which the appellant was not a party - HELD THAT - The appellant, after the alleged purchase of shares in 1997 and refusal of transfer thereof to its name soon thereafter, remained quiet for nearly 14 years, till about October, 2011 when CA No.2436/2011 was filed for directions for transfer of the shares to its name and which application was opposed by the counsel for OL and probably owing to which opposition, the then counsel for the appellant deemed it appropriate to withdraw the relief claimed of transfer of shares from the name of CRB to the name of the appellant with liberty to pursue the claim before the OL. The appellant conveniently concealed the said facts, while filing CA No.491/2019 as well as while filing CA No.242/2020 order of dismissal whereof is impugned in this appeal. Even in this appeal, no reference whatsoever is made to the claim made as far back as in 2011 for transfer of shares to own name and failure therein. Such conduct of the appellant alone is sufficient for dismissal of this appeal. The appellant having preferred this appeal instead of approaching the Company Judge for preponement of hearing of CA No.491/2019 and having taken up the time of this Court and especially after having indulged in concealment of the history of its claim as aforesaid, is not entitled to any indulgence. The present is clearly a case of re-litigation by the appellant of its claim as made in CA No.2436/2011 and which itself was barred by time and belated and was withdrawn. While considering the question of grant of any interim relief to the appellant by way of CA No.242/2020, during the pendency of CA No.491/2019, the merits of CA No.491/2019 definitely have to be considered and once no merit is found in CA No.491/2019, the question of granting any interim relief to the appellant does not arise. Appeal dismissed.
Issues:
1. Appeal under Section 483 of the Companies Act, 1956 against the order of the Company Judge. 2. Allegations of disposal of application without considering merits and in terms of another order. 3. Claim for transfer of shares of Reliance Industries Limited (RIL) from CRB to the appellant. 4. Impugned order dated 14th May, 2020, and the relief sought by the appellant. 5. Opposition by the Official Liquidator (OL) based on delay and fraudulent preference. 6. Withdrawal of previous claim by the appellant and the principle of res judicata. 7. Consideration of interim relief during the pendency of CA No.491/2019. 8. Request for preponement of hearing in CA No.491/2019 and re-litigation of claims. Analysis: 1. The appellant filed an appeal under Section 483 of the Companies Act, 1956 challenging the order of the Company Judge dated 14th May, 2020. The appellant alleged that the Company Judge erred in disposing of their application without considering its merits and in reference to an order on applications by other parties. The appellant sought directions for the transfer of 8,450 shares of RIL from CRB to their name, claiming entitlement due to the purchase made prior to the appointment of a provisional liquidator for CRB. The appellant also requested the delivery of rights issue shares from RIL. The Company Judge, in the impugned order, held that the relief sought could not be granted due to a previous order appointing Karvy to sell the rights issue entitlement of CRB. The appellant's contention of being entitled to apply for rights shares was opposed by the OL based on a previous claim withdrawal and delay in pursuing the matter. 2. The OL presented evidence of the appellant's previous claim in 2011 for the transfer of shares, which was withdrawn with liberty to file a claim before OL. The OL opposed the appellant's claim on grounds of delay, lack of action for 14 years, and potential fraudulent preference in the share transaction. The appellant's conduct of remaining silent for years and then filing repeated claims raised questions of timeliness and the principle of res judicata. The OL highlighted the withdrawal of the appellant's previous claim and questioned the validity of reasserting the same claim in subsequent applications. 3. The Court questioned the appellant's conduct of re-litigating claims and concealing past actions while seeking interim relief. The appellant's failure to disclose the history of their claim and the withdrawal of a previous application raised doubts about the validity of their current appeal. The Court emphasized the need to consider the merits of the pending CA No.491/2019 before granting any interim relief to the appellant. Despite offering the appellant the opportunity to withdraw the appeal and pursue CA No.491/2019, the appellant insisted on proceeding with the judgment, which was ultimately dismissed for lack of merit. 4. The Court found no basis for granting the appellant's appeal and dismissed it. The OL informed the Court of a pending review due to Karvy's inability to act in the matter of selling the rights issue entitlement of CRB. While the OL referred to a previous case, the Court deemed it unnecessary to delve into it due to the prevailing reasons. The dismissal of the appeal signaled the conclusion of the legal proceedings in this matter.
|
