9911796707
TMI Blog1994 (3) TMI 397X X X X Extracts X X X X X X X X Extracts X X X X ..... aying, inter alia, for rectification of the register of bond-holders. The respondents in this case apart from the company concerned, namely, National Hydro Power Corporation Limited (NHPC), include Smt. Promod Gupta and Shri Sanjay Gupta, residents of 6, Anand Lok, New Delhi-49. The other respondents are Fairgrowth Financial Services Limited (respondent No. 4) and Fairgrowth Investments Ltd. (respondent No. 5). The case of the petitioner is that on or about March 17, 1992, they purchased from Smt. Promod Gupta and Shri Sanjay Gupta, respondents Nos. 2 and 3, respectively (the original allottees and the joint holders), 9 per cent. NHPC 1987 (B series) bonds issued by the National Hydro Electric Power Supply Corporation Ltd. (respondent No. 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... everse course. 3. On non-registration of the bonds by NHPC, ANZ has filed this petition under Section 111 of the Companies Act, which include prayers against respondents Nos. 2 and 3 as well with regard to interest warrants. 4. An application dated May 10, 1993, was filed on behalf of respondents Nos. 2 and 3 praying that the petition deserves to be dismissed summarily in view of the fact that the securities in question were tainted securities and would be within the exclusive competence and jurisdiction of the custodian appointed under the provisions of the Special Court (Trial of Offences Relating to Transactions in Securities) Act, 1992. It was further contended that even assuming that the Company Law Board has jurisdiction to entertai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion 111(6)(c) with regard to incidental or consequential orders particularly relating to interest warrants in this case. In the above connection, the observation of the Supreme Court in Major Khanna (S.S.) v. F.J. Dhillon, AIR 1964 SC 497, in which it was held that where issues of both law and of facts arise in the same suit, the court should try all the issues especially when the decision on issues even of law depend upon the decision on issues of fact and not to do so would result in a lopsided trial of the suit, is relevant. Accordingly, we considered it appropriate to come to final conclusions only after hearing the facts in addition to law with regard to the maintainability of the petition. Counsel were advised to go ahead with their ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion by the custodian in 1992, and can be dealt with only as directed by the Special Court. In addition to this categorical assertion, the custodian also stated that the Special Court has constituted a committee to examine transactions and file reports in the Special Court where the holders of the securities claim that the purchases were made prior to the issue of the notification. As such according to him this case also appears to be within the purview of the committee appointed by the Special Court. We made available to the parties, copies of this letter dated January 20, 1994, of the custodian to react on the same, during the hearing held on January 24, 1994. Since the parties needed time to react, we adjourned the case to February 2, 19 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat an exception for transfer has been carved out in Section 9A(2) in respect of appeals. His contention was that the present proceedings of the Company Law Board arose out of the order of the Delhi High Court from an appeal against an interim order passed by the Company Law Board. His case was that as a part of the appeal proceedings, the High Court has directed the Company Law Board to decide about the jurisdiction and maintainability of the petition against respondents Nos. 2 and 3. As such this falls under Rule 25 of Order 41 of the Civil Procedure Code, whereby the appeal court directs one or more issues to be decided by the trial court after which the matter goes back to the appeal court. To this extent the present proceedings be cons ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on and maintainability but we have not passed any orders on the issue. Such a situation does not fall squarely within Rule 25 of Order 41 of the Civil Procedure Code. If at all any issue or any fact has not been considered, such a reference may arise from the appellate court after the petition is admitted. Therefore, we are of the view that this is not a case which falls under Rule 25 of Order 41, as contended by Shri L.R. Gupta. 7. Even the order dated November 17, 1993, of the Delhi High Court contains directions to the Company Law Board on the basis of an agreement between the parties in these proceedings, that we should hear the question of jurisdiction and maintainability of the petition qua respondents Nos. 2 and 3 first and it is al ..... X X X X Extracts X X X X X X X X Extracts X X X X
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