M/S Rohitasha Movies vs M/S Jvg Finance Limited
2012 Latest Caselaw 6057 Del

$~1
*      IN THE HIGH COURT OF DELHI AT NEW DELHI

%                                 Date of Judgment:09.10.2012

+                      CO.A(SB) 39/2009

       M/S ROHITASHA MOVIES                           ..... Appellant
                                Through    Mr.T.S.Chaudhary, Advocate.
                       versus
       M/S JVG FINANCE LIMITED                         ..... Respondent
                                Through    Mr.Srinjoy Banerjee, Advocate
                                           for the RBI.
                                           Mr. Rajiv Bahl, Adv. for the
                                           Official Liquidator.
                                           Mr.Yashpal Singh, Advocate for
                                           Mr. V.K.Sharma, Ex-Director.
       CORAM:
       HON'BLE MS. JUSTICE INDERMEET KAUR

INDERMEET KAUR, J. (Oral)

1 This appeal has impugned the order dated 05.4.2006 passed by

the Thareja Committee (appointed under the order of this Court dated

22.7.2004) vide which in view of the documentary evidence adduced by

the appellant (Rohitasha Movies through its proprietor Mr.Suresh K.

Grover) a finding had been returned that the appellant has failed to

establish his title to the immovable properties; his claim should be

rejected. The relevant extract of the Thareja Committee is reproduced

hereinafter as under:

"The alleged Memorandum of Understanding is alleged to be between JVG Group of Companies and M/s Rohitasha Movies represented by sole Proprietor, the Respondent. There is no seal of the company on this document although at the end the document describes "signed, seated and delivered by the within named company M/s JVG Group of Companies of companies in presence of ..................." JVG Group of Companies is no person in the eyes of law to transfer or agree to transfer the flats as is claimed by the Respondent. Even according to V.K. Sharma the flats were acquired from M/s J C Constructions Company in the name of JVG Finance Ltd. Therefore if at all there can be any transfer of any property or the flat in question it can be by M/s JVG Finance Ltd alone represented by its Board of Directors and the seal of the company M/s JVG Finance Limited.

There is no seal. Alleged signatures of Sh. V.K. Sharma and also of Respondent are of no consequence. A copy of the Agreement to Sell has also been submitted which is allegedly executed between the Respondent and Mrs Priya Suresh Grover. This document states that Sh. Suresh Grover has agreed to transfer the property and the purchaser Mrs. Priya Suresh Grover has agreed to purchase the property against certain liabilities payable to the seller. Nothing in the document has been shown what is the liability. The amount of the liability has not been mentioned. In the document it is stated that professional charges in respect of Hindi Feature Film "Mukka" which is treated therein as the full and final consideration against the said flat and there is no liability. According to the document the peaceful vacant possession of the flat has been delivered to Priya Grover on the other conditions in the document and in the form of no objection.

This document too is not registered with any authority. Lastly an electricity bill of BSES Ltd of 15.10.2001 was submitted. The Bill is in the name of Mrs Priya Grover.

From the documents assuming they are genuine, the Respondent has left no interest in the property vis-a-vis flat No. 302, Panchamrut, Off Yari Road, Varsova, Andheri, Mumbai. It is Priya Grover who can have some interest. A statement of account of Bank of Punjab is on record. According to the statement a sum of Rs. 50.00 Lacs has been credited in the account of Rohitasha Movies by clearing ZN OC/SET/25 on 25.6.96. This entry the Respondent claims pertains to M/s JVG Group of Industries. There is no material on record to suggest this as per the statement received from the Bank. Certainly, the Hand Bill indicates that advertisement "JVG presents Suresh Grover's Dhall" have been attached alongwith audio cassette and CD of film Dhaal. If what is stated is correct, then it is a business transaction. There is no material to show that such transaction was entered actually. No Income Tax record or record of other agencies is produced to show the genuineness of what is claimed by the Respondent. Even record that Rohitasha movies is propship concern as claimed is established.

The documents on which reliance is placed by the Respondent have not been executed in accordance with law nor the documents show the consideration for which the flat in question was agreed to be transferred. A Memorandum of Understanding is of no consequence in the matter of transfer of immovable property. An immovable property can be transferred in accordance with the Registration Act and Stamp Act. The agreement that too in the form of Memorandum of Understanding confers no title. The Memorandum of Understanding also mentions about the flat No. 202 in which, according to the other documents received, one Shampa Thapar is there. If there is a separate agreement of Shampa Thapar there can not be an agreement of the same flat with the Respondent as is mentioned in the alleged Memorandum of Understanding. It seems that this document has been created to defeat the bonafide depositors of JVG Group of companies and as such

there is no seal of the company. M/s JVG Finance or name of JVG Finance in the document. The document also do not mention about the resolution of the Board of Directors of the company. It is as such the transferee name is of JVG Group of Companies and not of JVG Finance Ltd. The claim of the Respondent therefore can not be recognized. In any case, the Respondent himself claims in the statement made to Sh. J.K. Jolly on record and also in the alleged agreement for sale flat belongs to Mrs. Priya Suresh Grover which document too does not show any consideration. As such the Respondent has no locus-standi.

In view of the foregoing facts I find that there is no merit in the claims of the Respondent.

The claim is rejected."

2 Reply has been filed by the Official Liquidator. Reply has also

been filed by the Company through its director Mr.V.K.Sharma.

3 Contention of the appellant is that M/s JVG Group of Companies

through its Director Mr.V.K.Sharma had entered into an Memorandum

of Understanding (MOU) dated 30.5.1996 with the appellant i.e.

Rohitasha Movies through its sole proprietor Mr.Suresh K.Grover. In

terms of this document the producer i.e. the appellant would produce a

hindi feature film titled as "Dhaal" within one year from the date of the

execution of this MOU. Certain other terms were incorporated in this

MOU which included the fact that the company had paid a sum of Rs.50

lacs to the producer on the execution of this MOU and physical

possession of four flats i.e. Flats No.202 and 302 at Panch Amrut

Apartment, Off Yari Road, Versova Andheri, Mumabi and Flats No.102

and 302, Panchmukhi Apartment, Off Yari Road, (Panch Marg),

Versova, Andheri, Mumbai shall be handed over in favour of the

producer/appellant within one year from the date of the release of the

said film. Submission is that this amount of Rs.50 lac has been credited

into the account of Rohitasha Movies on 25.6.1996 (Annexure A-5)

evidencing the fact that this MOU had been acted upon. Further

submission of the appellant is that this film "Dhaal" was released on

12.11.1997. Thereafter an agreement to sell dated 10.12.1997 was

entered into between JGV Finance Ltd. through its Chairman

V.K.Sharma and Rohitasha Movies through its proprietor Mr.Suresh K.

Grover. In terms of this MOU it had been agreed that two flats i.e. Flats

No.202 and 302 situated at Parchamrut Apartment, Off Yari Road,

Andheri, Mumbai have been transferred to the purchaser who shall

henceforth be treated as exclusive owner of the said properties.

Attention has been drawn to para 15 of this agreement to sell wherein

reference has been made to the aforenoted two flats of which possession

had been handed over by the company to the appellant; the other two

flats i.e. the Flats No.102 and 302, Panchmukhi Apartment, Off Yari

Road, Versova, Andheri, Mumbai were given back to the vendor.

Attention has also been drawn to para 11 of the said agreement to sell

wherein it was confirmed that the vendor is permitted to enter into this

agreement with the purchaser by virtue of a resolution passed by the

Company M/s JVG Finance Limited.

4 It is these two documents which have been relied upon by the

appellant to establish his title of the aforenoted two flats.

5 Pursuant to this a second agreement was thereafter entered into

between Mr.Suresh K.Grover and his wife Ms.Priya Grover which was

on 01.7.1998 wherein he had transferred Flat No.302 in favour of his

wife Ms.Priya K.Grover. Submission of the appellant is that the title of

both the aforenoted flats has to be validated in his favour and the

recommendation of the Thareja Committee that the documentary

evidence (as aforenoted) filed by the appellant does not establish his title

to the said two properties is an incorrect finding; this be set aside.

6 In the reply filed by Mr.V.K.Sharma to the aforenoted application

he has denied his signatures on the said documents; his submission is

that these properties belong to the company and the appellant had in fact

betrayed the trust of V.K.Sharma by taking undue advantage of the fact

that V.K.Sharma was entangled in a legal amiss; MOU dated 30.5.1996,

agreement to sell dated 10.12.1997 have been denied; submission of

V.K.Sharma being that they have been created by the appellant

unlawfully to usurp the aforenoted flats. Submission qua the sum of

Rs.50 lac is that this payment was made by the respondent to the

appellant in consideration of the promise made by the producer that he

would exhibit the banner of the J.V.G Group of Companies in his movie

"Dhaal"; nothing else remained to be paid by the company thereafter.

7 The Official Liquidator has also disputed the claim of the

applicant; submission being that on 10.10.1997 the Reserve Bank of

India under its powers under Section 45 MB of Reserve Bank of India

Act, 1934 (hereinafter referred to as the Act) had restrained the company

i.e. the JVG Finance Limited from selling, transferring, creating any

charge or in any manner transferring its properties without the prior

permission of the bank. Submission being that this order was well

within the knowledge of V.K.Sharma and as such V.K.Sharma had no

authority to act on behalf of the company qua the assets of the company

and the agreement to sell which was on a date later in time of i.e.

10.12.1997 could not have been entered into by V.K.Sharma in view of

this restraint order dated 10.10.1997. The fact that V.K.Sharma was

well aware of the restraint order dated 10.10.1997 is an admitted fact.

That apart admittedly no Board Resolution of the company is on record

authorizing V.K.Sharma to act on behalf of the Company. In the

absence of which this transaction cannot be binding upon the company;

reference to the Board Resolution in fact had been made in the

agreement to sell itself; to a specific query put to the learned counsel for

the respondent whether this Board Resolution had been seen by him he

is evasive.

8 That apart a transfer of an immovable property of the value of

more than Rs.100/- requires a compulsory registration. The mandate of

Section 17 of the Indian Registration Act has admittedly been not

complied with. It is also not a stamped document i.e. either the MOU

dated 30.5.1996 or the subsequent agreement to sell dated 10.12.1997.

This agreement to sell in para 15 in fact clearly states that the charges

towards stamp duty and towards registration for transferring the said

flats in favour of the purchaser shall be shared by the vendor and

purchaser in equal proportion. No document after 10.12.2007 has

admittedly been executed between the parties thereafter. The aforenoted

MOU and agreement to sell do not in any manner confer any title on the

appellant; it cannot transfer any right in the immovable property in

favour of the appellant.

9 A „sale‟ has been defined under Section 54 of the Transfer of

Property Act, it clearly postulates that a transfer of an immovable

property of the value of more than Rs.100/- and upwards can only be

made only by a registered document.

10 Record shows that the winding up petition against the Company

JVG Finance Ltd. was preferred by the Reserve Bank of India on

04.6.1998.

11 Record also shows and it is an admitted fact that on 10.10.1997

the Reserve Bank of India had passed an order under Section 45 MB of

the Act restraining V.K.Sharma and JVG Finance Limited from

transferring its assets or properties or encumbering them in any manner.

The agreement to sell dated 10.12.1997 which is of after the date of the

restraint order dated 10.10.1997, apart from the fact that V.K.Sharma

had disputed his signatures on the MOU and agreement to sell even

otherwise did not confer authority upon V.K.Sharma to act on behalf of

the company. There was also no Board Resolution forthcoming. The

appellant also did not bother to check the Board Resolution. That apart,

the unstamped MOU and unregistered MOU and agreement to sell not

even bearing the seal of the company could not transfer any interest in

an immovable property.

12 In AIR 1970 SC 1041 J.K.(Bombay) Pvt. Ltd. Vs. M/s New

Kaiser-I-Hind Spinning and Weaving Co. & Ors.(respondents) and M/s

Juggilal Kamlapat Bankers, Kanpur and Others.(creditors) , the Apex

Court had noted that once a winding up order has been passed no new

rights can either be created and no uncompleted rights can be completed

as these are the proceeds of the assets to be distributed amongst the

creditors and workmen pari passu. The second agreement to sell dated

10.12.1997 vide which Suresh K. Grover had transferred flat No. 302 to

his wife Priya Grover is also an invalid document; when Suresh Grover

did not have any title to the property, the question of his transferring a

better title to Priya Grover did not arise. The electricity bill in the name

of Priya Grover will not establish title in her favour.

13 As such the submission of the appellant at this stage that the

company should validate these transactions in his favour is an argument

bereft of all merit.

14 This appeal being devoid of merit is accordingly dismissed.

INDERMEET KAUR, J

OCTOBER 09, 2012 nandan