M/S. Vikram Commercial Ltd. vs ....
2010 Latest Caselaw 5367 Del

%     25.11.2010

      Present:     Mr. Ashok Aggarwal, Mr.Salar M. Khan, advocates for
                   the petitioner-applicant.

+     Co.Appln. No.176/1998 in C.P. No.191/1997
*
1.    The petitioner-M/s.Vikram Commercial Ltd had filed this

application in 1998 for allowing registration of the 5050 shares of

Reliance Industries Ltd purchased by them in regular course of business

from Delhi Stock Exchange.

2.    The petitioner has placed on record as Annexure B, the delivery

bill for the period 12th April, 1997 to 25th April, 1997 with the pay-out

date as 6th May, 1997. Final delivery/payment statement (Annexure C)

with the adjustment date 3rd May, 1997 has been placed on record in

support of the contention that the bill was paid on 3rd May, 1997.

3.    Subsequently, the petitioner applied for transfer/registration of

the shares with the share transfer agents but vide letter dated 20th June,

1997 was informed that in view of the Order dated 22nd May, 1997 of the

Delhi High Court passed in Company Petition No. 191/1997 appointing

the Official Liquidator as the Provisional Liquidator and the letter

written by the Reserve Bank of India dated 6th June, 1997, the transfer

of the shares cannot be recorded in their register as the shares were

originally registered in the name of CRB Capital Markets Ltd.

4.    On 1st February, 2005, the court had passed the following Order :-
                   "Mr. Ashok Aggarwal learned counsel for the
             applicant has produced share transfer forms as per

C.P.NO.191/1997                                                      Page 1
              which shares of Reliance Industries Ltd. (subject
             matter of the present application) were held by
             CRB Capital Markets Ltd. and as per that the CRB
             Capital Markets Ltd had put the shares for sale on
             or before 24.1.1997. His submission is that the
             CRB Capital markets Ltd. have sold the shares
             immediately after 24.1.1997 to some other person
             and received consideration. In order to verify this
             fact, learned counsel appearing for Ex-
             Management of CRB Capital Markets Ltd shall be
             allowed to inspect the records available with the
             Official Liquidator and inform to the court on the
             next date of hearing as to on what date CRB
             Capital Markets Ltd had received the consideration
             in respect of these shares. A copy of the share
             transfer forms along with share certificate be
             supplied to learned counsel for the Official
             Liquidator as well as counsel for Ex-Management
             within one week.
                   List again on 27th April, 2005."


5.    It is pursuant to this Order that a second reply has been filed by

CRB Capital Markets Ltd in which the following statement has been

made :-

             "It is submitted that Non-applicant took inspection of
             the records available with Official Liquidator.
             However, from the records made available to the
             Non-applicant the exact status of captioned Shares
             could not be ascertained as CRB Capital Markets Ltd
             had not sold any shares of Reliance Industries Ltd.
             after issue of order dated 09.04.1997 passed by
             Reserve Bank of India inter-alia prohibiting CRB
             Capital Markets Ltd. from disposing off and
             alienating its assets."

6.    The contention of the petitioner is that they had purchased the

said shares from the open market and that too prior to the passing of the

Order dated 22nd May, 1997 and the letter dated 6th June,1997 issued by

C.P.NO.191/1997                                                       Page 2
 the Reserve Bank of India. The aforesaid facts are clearly proved and

established from the documents placed on record by the petitioner

(Annexures B and C).

7.    Learned counsel for the respondent has submitted that the

Reserve Bank of India had issued Order dated 9th April, 1997 prohibiting

CRB Capital Markets Ltd from disposing of and alienating their assets.

However, the respondent has not stated the date on which they had sold

or transferred these shares. In the second reply it is stated that CRB

Capital Markets Ltd had not sold any shares of Reliance Industries Ltd

after issue of Order dated 9th April, 1997. In the said eventuality, the

shares were sold by CRB Capital Markets Ltd prior to 9th April, 1997

and are therefore not covered by the restraint orders dated 9th April,

1997, 22nd May, 1997 passed by this Court in Company Petition No.

191/1997 or the subsequent letter of the Reserve Bank of India dated 6th

June, 1997.

8.    Learned counsel for the respondent has submitted that vide Order

dated 24th January, 2006, a scheme was approved by the single Judge of

this Court and an appeal is now pending before a Division Bench of this

Court. It is stated that while sanctioning the scheme, the single Judge

had observed that all pending applications stand disposed of

accordingly. The said Order cannot be construed as an order disposing

of the present application. It is noted that the application has remained

pending last 12 years    and was repeatedly listed and adjourned on
C.P.NO.191/1997                                                    Page 3
 several dates even after order dated 24th January, 2006 was passed. In

fact the case made out by the petitioner-herein is that they had already

purchased the said 5050 shares before the interim restraint orders were

passed and they are the owners of the said shares and registration of

which have been wrongly refused by the Registrar.


9.    Accordingly, it is clarified that the order passed by this Court on

22nd May, 1997 will not come in the way of the petitioner getting the

shares registered in their name provided the said transfer and purchase

is otherwise in accordance with law.

      Application/petition is disposed of.


                                                SANJIV KHANNA, J.

NOVEMBER 25, 2010 P

C.P.NO.191/1997 Page 4