Delhi High Court
M/S The Rameshwara Jute Mills ... vs M/S Universal Cables Limited & Ors on 27 September, 2018
$~85 & 86
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment: 27th September, 2018
+ FAO(OS) (COMM) 212/2018
M/S THE RAMESHWARA JUTE MILLS LIMITED..... Appellant
Through: Mr Rajeev Virmani, Sr Adv with
Mr Neeraj Chaudhari, Ms Saakshi
Agrawal and Mr Akash Sharma,
Advs
versus
M/S UNIVERSAL CABLES LIMITED & ORS ..... Respondents
Through: Mr P. Chidambaram, Sr Adv with
Ms Kanika Singh, Ms Megha Gupta
and Mr Sangram Singh, Advs for R-1
+ FAO(OS) (COMM) 213/2018
JUTE INVESTMENT COMPANY LIMITED ..... Appellant
Through: Mr Rajiv Nayar, Sr Adv with
Mr Rishi Aggarwal and Ms Aarushi
Tiku, Advs
versus
IDBI CAPITAL MARKET SERVICES LIMITED & ORS....
Respondents
Through: Mr P. Chidambaram, Sr Adv with
Ms Kanika Singh, Ms Megha Gupta
and Mr Sangram Singh, Advs for R-4
CORAM:
HON'BLE MR. JUSTICE G.S.SISTANI
HON'BLE MS. JUSTICE SANGITA DHINGRA SEHGAL
G.S.SISTANI, J. (ORAL)
1. The present appeals are directed against the order passed by the
learned Single Judge dated 16.11.2015. While entertaining this appeal on
18.11.2015, the following interim order was passed:-
"It is for these reasons that insofar as the 2,705,553
additional shares are concerned, status quo shall be maintained
with regard to them as of today. Insofar as the 8,859,574 shares
are concerned which fall under categories „A‟ and „B‟, there is
no dispute at this stage.
We are making it clear that the order passed by us today
would be subject to the final orders that would be passed in
appeal."
2. Thereafter the present appeals were disposed of when the following
orders were passed on 19.01.2017:-
"We have heard the learned counsel for the parties at
great length. We are informed that the plaint has been amended
on 11.02.2016. When the impugned order was passed it was on
the basis of the original plaint. We are further informed that the
appellants herein, who are the plaintiffs in the two suits, have
filed the applications under Order 39 Rules 1&2 CPC which are
now pending before the learned Single Judge and are slated to
be heard on 25.01.2017. The learned counsel for the
respondents also points out that they have also moved
composite applications in both the suits, one each, under Order
7 Rule 10 and Order 7 Rule 11 CPC for return of the plaint
and/or rejection of the plaint. Those applications are also listed
on 25.01.2017.
On the first date, on which these appeals came up before
us, we had passed an interim order directing that status quo be
maintained in respect of 2,705,553 additional shares of
Universal Cables Limited as of that date. With regard to the
shares which fell in the category A and B, we had recorded that
there was no dispute at that stage.
The said order has continued till today.
We are of the view that since the plaint has been
amended and the entire issue of grant or non-grant of interim
orders as also the issue of whether the plaint is to be returned or
rejected is under consideration of the learned Single Judge, the
same ought to be considered by the learned Single Judge
independent of the impugned order and the interim order that
we have passed. But, to have continuity in the matter, we are
directing that the interim order shall continue till 25.01.2017 or
if, for any reason the learned Single Judge is not available on
that date, then, till the first date of hearing thereafter. On which
date, it shall be open to the learned Single Judge to pass any
appropriate order whether continuing or dis-continuing or
modifying the interim order that we have passed. We are
making it clear that we have not expressed any opinion on the
merits of the matter and the learned Single Judge would take a
call independent of anything that has transpired before the
learned Single Judge and/or this Bench. We are making it clear
that the interim order granted by us would cease to operate on
the first date on which the learned Single Judge takes up the
matter and he shall independently pass an order whether
continuing the order, discontinuing it, modifying or passing any
other suitable order.
The appeals stand disposed of accordingly. All pending
applications also stand disposed of."
3. In terms of the order dated 19.01.2017 the matter was remanded to the
learned Single Judge, however, in the meanwhile the order of the Division
Bench was assailed by the respondent herein by filing the Civil Appeal No.
5109/2017 arising out of S.L.P(C) No. 6365/2017. The Supreme Court of
India by an order dated 07.04.2017 remanded the matter back to the Division
Bench of this court for fresh hearing. Meanwhile it is not disputed before us
that the appellants (plaintiffs before the learned Single Judge) had sought
amendment to the plaint which amendment has been granted. The additional
documents filed by the plaintiff on which reliance is placed have also been
placed on record before the learned Single Judge. Fresh applications under
Order XXXIX Rules 1&2 CPC are also pending before the learned Single
Judge. The grievance of the respondents before the Apex Court was the
continuation of the stay order passed by the Division Bench in this appeal
pending disposal and fresh hearing of an application filed by the appellant
before the learned Single Judge. The matter after being released by another
Division Bench has taken up for hearing before this court on 26.09.2018.
4. With the consent of the counsels for the parties, all the appeals are
being disposed of with the following consent order:-
i. The allotment of equity shares made pursuant to the Rights
issue undertaken by Universal cables Ltd., in terms of letter of
Offer dated 14.09.2015, shall be subject to outcome of the
applications under order XXXIX Rule 1 & 2 being I.A. Nos.
26210/2015 and 26217/2015 in CS (Comm) No. 800/2017 and
CS (Comm) No. 801/2017 respectively, pending before learned
Single Judge and final order passed therein.
ii. The respondent - Universal Cables Limited undertake that all
the allottees under the Rights issue impugned in the two suits
mentioned above shall be duly informed by the respondent,
under due acknowledgment, of the allotment and the actions
taken pursuant thereto being subject to outcome of the
applications under Order XXXIX Rules 1&2 CPC and that the
allottees shall not claim special equity in their favour.
iii. The number of share allotted to Sh. H. V. Lodha out of
2,705,553 shall not be dealt with, alienated or disposed of
pursuant to the impugned Rights issue till orders are passed in
the application under Order XXXIX Rules 1&2 CPC or without
express leave of the learned Single Judge.
iv. The learned Single Judge be requested to take up all pending
applications and decide in accordance with law without being
influenced by any observations or findings recorded in the
impugned order dated 16.11.2015.
v. The order dated 18.11.2015 would stand modified in terms of
the settlement and order passed today.
5. During the course of hearing Mr Rajiv Nayar and Mr Rajeev Virmani,
learned senior counsels have submitted that this arrangement should bind the
Mr. H.V. Lodha Associates and the promoters / promoter groups as well. Mr
Chidambaram, learned senior counsel submits on instructions that they do
not represent the Mr. H.V. Lodha Associates or the promoters / promoter
groups nor are they parties to the lis and hence they would not be in a
position to accord their consent to bind them.
6. In view of the arrangement arrived at mutually with the consent of the
parties on instructions, both the appeals are disposed of. We request the
learned Single Judge to decide all the pending application as expeditiously as
possible Both the parties agree to cooperate with the learned Single Judge
and would not seek unnecessary adjournment. Before parting with the
appeals we also grant leave and liberty to the appellants to approach the
learned Single Judge in case the promoters / promoter groups and Mr. H.V.
Lodha Associates sell, alienate, transfer the additional shares granted t them
and it would be open for the learned Single Judge to pass such orders as
deem fit. In case the company receives a request for recording transfer of
additional shares by one of the aforesaid entities before carrying out such
transfer the company will inform the appellants (plaintiffs before the learned
Single Judge) before effecting transfer.
7. At the request of the learned senior counsels appearing for the parties,
FAO(OS) 294/2017 and FAO(OS) 295/2017 are also called to court.
Registry is directed to list the appeals. Counsels for the parties agree that
both the appeals may be disposed of in the light of the order passed in appeal
Nos. FAO(OS) (COMM) 212/2018 and FAO(OS) (COMM) 213/2018. A
copy of the order so passed today shall also be placed on record of the file of
FAO(OS) 294/2017 and FAO(OS) 295/2017.
8. We appreciate the sincere efforts put in by all the respective counsels
for disposal of all these appeals.
9. It is agreed that the arrangement arrived at in court today and the order
so passed will be circulated amongst all the share holders.
G.S.SISTANI, J
SANGITA DHINGRA SEHGAL, J
SEPTEMBER 27, 2018
SU
