Nirmal N. Saigal vs Union Of India (Uoi) And Ors.
2007 Latest Caselaw 1148 Del

ORDER

J.P. Singh, J.

Page 2008

CM No. 8459/2007 (Exemption)

1.Allowed, subject to all just exceptions.

W.P. (C) No. 4521/2007 and C.M. No. 8458/2007 (Stay)

2. In this Petition under Article 226 of the Constitution of India the Petitioner is challenging the clearance given by the Respondent No. 2-Security & Exchange Board of India (SEBI) to the Initial Public Offer (IPO) of DLF on 8.5.2007, which is scheduled to be launched on 11.6.2007 (i.e., today).

3. Briefly the contentions of the Petitioner are that the Petitioner's father was the owner of diary farm measuring 22.95 acres, having purchased the same from M/s Edward Keventer Ltd. (A private Limited Company) by means of a Deed of Conveyance dated 15.5.1946. It is submitted that a fictitious Release Deed dated 13.5.1950 was got executed from his father and the Respondent DLF now claims to be the owner. The learned Counsel for the Petitioner has drawn my attention to the above said Conveyance Deed and the Release Deed and has further submitted that the Land & Development had declined to make the property freehold on the application of the DLF because of the objections filed by him before the Land & Development Office. It is further submitted that the Petitioner had made a representation to SEBI narrating all the facts but SEBI paid no heed so the Petitioner filed Writ Petition No. 3995/2007 which was dismissed as withdrawn on 25.5.2007. The said order is reproduced as under:

25.5.2007

Present : Mr. Arvind K. Nigam with Mr. Raghu Tandon For the Petitioner.

Mr. Neeraj Malhotra for the Respondent No. 2/SEBI.

WP (C) No. 3995/2007

Mr. Nigam, the learned Counsel for the petitioner, seeks permission to withdraw the petition with liberty to file a fresh representation with SEBI and/or Government of India to look into the grievances made in the present petition.

Permission granted.

The petition stands dismissed as withdrawn with the aforesaid liberty and the direction that in case such a representation is made before the SEBI or Government of India, the same shall be disposed of by them in accordance with law within a reasonable period.

dusty to both parties.

BADAR DURREZ AHMED (JUDGE)

MAY 25, 2007

Page 2009

4. It is alleged that SEBI & DLF have colluded to play a fraud on public. It is inter alia prayed that launching of IPO should be stayed and SEBI should be directed to dispose of the representation and the records of DLF should be examined.

5. Learned Counsel for the Respondents have raised preliminary objections that after withdrawal of the earlier Writ Petition on 25.5.2007 the Petitioner in fact filed fresh representation on 4.6.2007 and then rushed to file the present Petition on 8.6.2007.

6. It is further submitted that the Petition is malafide and has been filed with ulterior motives. My attention has been drawn to the above referred Deed of Conveyance and the Release Deed in which late Narendra Nath Saigal, father of the Petitioner, appears to be the representative (stated to be employee of) of M/s Edward Keventer Ltd. The following paragraph from the said conveyance Deed will clear the position:

AND WHEREAS the Vendor has agreed to assign and convey to the Purchaser, who is purchasing the said property also for and on behalf and for the benefit of Edward Keventer (Successors) Ltd., a company under floatation, at the price and upon the terms and conditions hereinafter appearing all the right, title and interest of the Vendor in the hereinbefore recited leases for the remainder of their respective terms as well as the rights of the Vendor in the buildings standing on the premises the subject of such leases which said premises and buildings are more particularly delineated and described in the Schedule and plans hereto annexed.

7. One paragraph of the Release Deed executed by late Narendra Nath Saigal is as under:

...Whereas a company was about to be formed and incorporated under the Indian Companies Act 1913 with the name of "Edward Keventer (Successor) Ltd." to acquire the business of Messrs. Edward Keventer Ltd. in Delhi and New Delhi with all its assets and property are described in the two indentures described hereinafter and to carry on the same business, but as the company was not incorporated on the day of the purchase of the said business and Edward Keventer Ltd. the Vendor were not prepared to wait for the payment of the sale money owing to the urgency of their necessities.

...AND WHEREAS the company was thereafter incorporated as a Joint Stock Company under the Indian Companies' Act, 1913, on dated 6th June, 1946.

AND WHEREAS all the rights, titles and interests in the aforesaid property (both movable and immoveable) and other assets were acquired by the Releaser for and behalf and for the benefit of the company and the latter has been holding the lease rights in the said leased property as the lessee in the place of the original lessee and is in possession of the aforesaid property as the absolute owner thereof ever-since its incorporation;

AND WHEREAS the Releaser has no personal interest whatsoever in the property (both movable and immovable) and other assets mentioned above;

NOW THIS RELEASE DEED WITNESSES as follows:

In purchase of the above said facts the Releaser hereby releases all his claims, rights and title in all the aforesaid property Page 2010 (both movable and immovable) and other assets transferred by Edward Keventer Ltd., the Vendor by virtue of the aforesaid sale-deed dated 15th may, 1946 and agreement dated 15th May, 1946 to the Releaser and acknowledge the company to be the owner of all the said property and assets.

IN WITNESS WHEREOF the Releaser has hereunto set his hands this 13th day of May, 1950.

NARENDRA NATH SAIGAL RELEASER

8. Learned Counsel for the Respondents have submitted that such documents used to be executed especially in those days under emergencies or under some temporary urgencies and trusted employees were taken into confidence. Needless to say that in good old days the standard of devotion and dedication of employees towards their employers was rather on a different footing.

9. A bare perusal of the above documents shows that the present Petitioner who is son of late Narendra Nath Saigal has woken up after about half a century to challenge the legality and technicalities of the documents executed by his father and is betraying the trust and faithfulness of his father towards his employers.

10. This Petition, in my view, is malafide, is based on falsehood and fraud and has been filed at the eleventh hour, with ulterior motives.

11. In somewhat similar facts and circumstances the Hon'ble Supreme Court of India came down heavily on such litigants in the case titled Morgan Stanley Mutual Fund v. Kartick Das and observed as under:

40. Today the corporate sector is expanding. The disgruntled litigants indulge in adventurism. Though, in this case we have come to the conclusion that the District Consumer Forum will have no power to grant injunction yet in general cases it becomes necessary to evolve certain venue restrictions.

...

47. There is an increasing tendency on the part of litigants to indulge in speculative and vexatious litigation and adventurism which the fora seem readily to oblige. We think such a tendency should be curbed. Having regard to the frivolous nature of the complaint, we think it is a fit case for award of costs, more so, when the appellant has suffered heavily. Therefore, we award costs of Rs. 25,000/- in favor of the appellant....

12. Considering all the facts and circumstances I find no justification for exercising extraordinary jurisdiction under Article 226 of the Constitution of India and dismiss the Petition with Rs. 1,00,000/- (Rupees One Lakh) as costs, which be deposited with Delhi High Court Legal Services Committee, within two weeks. A copy of this Order be sent to the Secretary, Delhi High Court Legal Services Committee.