M/s. Griesheim GMBH Vs. Goyal MG Gases Limited & Anr.
EmailAppeal: Interlocutory Application Nos. 17-18 & 19-22
In
Interlocutory Application Nos. 17-18
In
Civil Appeal Nos. 728-729 of 1999
In
Interlocutory Application Nos. 17-18
In
Civil Appeal Nos. 728-729 of 1999
Petitioner: M/s. Griesheim GMBH
Respondent: Goyal MG Gases Limited & Anr.
Apeal: Interlocutory Application Nos. 17-18 & 19-22
In
Interlocutory Application Nos. 17-18
In
Civil Appeal Nos. 728-729 of 1999
In
Interlocutory Application Nos. 17-18
In
Civil Appeal Nos. 728-729 of 1999
Judges: A.P. MISRA & S.N. PHUKAN, JJ.
Date of Judgment: Jul 28, 2000
Head Note:
CONSTITUTION
Article 136 – Interlocutory applications for permission to transfer and register the shares – Main appeal already disposed of – Dispute settled by arbitrators as was left to be adjudicated by arbitration – Apprehension that question of registration may not come in way of investors in settling the disputes. Held that earlier orders of the Court shall be without prejudice to the rights of parties.
Held:
The question of permitting registration of the shares as prayed was not the field of issue for our consideration. It may be on account of certain happening during this interregnum, the appellant may be seeking for this registration. But scope of this application cannot be stretched to a fresh cause of action, if any. In our view it is not proper while considering modification of our order to consider in respect of registration of the said shares, especially when we have disposed of finally the appeal on the 8th February, 1999 and which arose out of an interlocutory order. However, in order to dissolve any possible apprehension in the appellant’s mind, we make it clear that our order dated, 8th February, 2000 is without prejudice to the rights of the appellant, if any, to apply for the registration of the shares which they are entitled to seek in accordance with law. We also make it clear that our present order is also without prejudice to the rights of all the parties, to contest such registration if so advised, both before the registering authority and in the Bombay suit or other proceedings.
(Para 12)
JUDGEMENT:
ORDER
1. Heard learned Counsel for the parties including the intervenors. Intervention applications are allowed.
2. Interlocutory application nos. 17-18 is the main application, which is the cause of other applications. The objections of the other parties are in respect to the prayer in the main application.
3. The prayer made in this application is as under:
“(a) permit the said 75001 shares to be transferred and registered in the name of Messer Holdings Ltd. and permit complete rights attached to these shares to be enjoyed by Messer Holdings Ltd. pending registration of transfer of shares and permit nominees to be appointed as Directors of the Board of Bombay Oxygen Corporation Ltd. in accordance with law.
(b) direct that period from 23rd October, 1998 to date of order passed in this application will be excluded in computing the period prescribed under Section 108(1A) of the Companies Act, 1956 for the validity of the transfer deeds.”
4. The question raised on behalf of the intervenors and other parties is that the relief sought through this has yet not been raised in the pending proceedings before the Delhi High Court. Then how under the garb of modification or clarification of the order, dated 8th February, 1999 passed by this Court which finally decided the appeal, such a relief be sought for. So far learned Counsels for the appellant and Goyal, submit, notwithstanding the large prayer they are merely seeking to dissolve the possible impediment of their restrictive right which may be interpreted of the observation by this Court with respect of getting registration or ownership of the shares, in the Orders, dated 18th December, 1998 and 8th February, 1999. The portion, as submitted, which comes in the way of the appellant in our Order, dated 8th February, 1999 is quoted hereunder:-
“…….It is, however, made clear that so far as the question of registration and ownership of shares is concerned, that will have to be decided by the Arbitrators.”
5. And in our earlier interlocutory Order dated 18th December, 1998, is quoted hereunder:
“……..Meanwhile, it will be open to the petitioner -M/s. Griesheim GMBH to make payment for purchasing 30,000 shares from the public and also to take delivery of those shares but they shall not take further steps for the purpose of getting their names registered as shareholders in respect of those shares.”
6. We heard learned Counsels for the parties at length.
7. So far our Order, dated 18th December, 1998 is concerned it was an interlocutory Order which actually merged after passing of our Order, dated 8th February, 1999. The submissions made by the learned Counsels for the parties exhibit many ramifications off-shoots, showing undercurrent inner stress. But it would not be proper for this Court while disposing of this application to advert to these as Suit No. 2499 of 1999 is pending in the Bombay High Court.
8. We may further record that after filing of this application, we passed another Order, dated 20th April, 2000 on the submissions of the learned Counsel for the applicant to the following effect:
“Learned Counsel for the applicant and respondent nos. 1 and 2 state that dispute which was sought to be referred to the Arbitrator has been settled between them. In view of this they want to move appropriate application to withdraw from the arbitration proceedings. They seek time for the purpose. List the matter on 5.5.2000.”
9. This Order records the statement of the learned Counsel for the appellant and respondent nos. 1 and 2, viz., Messer Griesheim GMBH and the Goyal MG Gases Ltd. that they have settled their disputes. In view of the fact that they have settled their disputes, Goyal MG Gases Ltd. shall be moving the Arbitrator to withdraw the arbitration. Subsequently, today when the matter is taken up, we are informed by the learned Counsel for the appellant that the parties settled their disputes pursuant to the agreement, dated 17th February, 2000 and the said arbitration proceeding stands withdrawn.
10. In view of this, the question of registration and ownership of the shares as referred to in our Order dated 8th February, 1999 which was left to be adjudicated by the Arbitrator does not arise since parties have settled their disputes.
11. The apprehension raised for the appellant is that question of registration of the shares which has reference in the aforesaid orders of this Court may not come in the way of the appellant in settling the disputes. We do not find anything in our order which in any way anchors the appellant to move for its registration of the said shares. The restriction, if at all, was with reference to the then
existing dispute between the contesting parties.
12. The question of permitting registration of the shares as prayed was not the field of issue for our consideration. It may be on account of certain happening during this interregnum, the appellant may be seeking for this registration. But scope of this application cannot be stretched to a fresh cause of action, if any. In our view it is not proper while considering modification of our Order to consider in respect of registration of the said shares, especially when we have disposed of finally the appeal on the 8th February, 1999 and which arose out of an interlocutory
Order. However, in order to dissolve any possible apprehension in the appellant’s mind, we make it clear that our Order dated, 8th February, 2000 is without prejudice to the rights of the appellant, if any, to apply for the registration of the shares which they are entitled to seek in accordance with law. We also make it clear that our present Order is also without prejudice to the rights of all the parties, to contest such registration if so advised, both before the registering authority and in the Bombay suit or other proceedings.
13. With the said observation, their I.A. Nos. 17 and 18 all other applications are disposed of in terms of this order.
1. Heard learned Counsel for the parties including the intervenors. Intervention applications are allowed.
2. Interlocutory application nos. 17-18 is the main application, which is the cause of other applications. The objections of the other parties are in respect to the prayer in the main application.
3. The prayer made in this application is as under:
“(a) permit the said 75001 shares to be transferred and registered in the name of Messer Holdings Ltd. and permit complete rights attached to these shares to be enjoyed by Messer Holdings Ltd. pending registration of transfer of shares and permit nominees to be appointed as Directors of the Board of Bombay Oxygen Corporation Ltd. in accordance with law.
(b) direct that period from 23rd October, 1998 to date of order passed in this application will be excluded in computing the period prescribed under Section 108(1A) of the Companies Act, 1956 for the validity of the transfer deeds.”
4. The question raised on behalf of the intervenors and other parties is that the relief sought through this has yet not been raised in the pending proceedings before the Delhi High Court. Then how under the garb of modification or clarification of the order, dated 8th February, 1999 passed by this Court which finally decided the appeal, such a relief be sought for. So far learned Counsels for the appellant and Goyal, submit, notwithstanding the large prayer they are merely seeking to dissolve the possible impediment of their restrictive right which may be interpreted of the observation by this Court with respect of getting registration or ownership of the shares, in the Orders, dated 18th December, 1998 and 8th February, 1999. The portion, as submitted, which comes in the way of the appellant in our Order, dated 8th February, 1999 is quoted hereunder:-
“…….It is, however, made clear that so far as the question of registration and ownership of shares is concerned, that will have to be decided by the Arbitrators.”
5. And in our earlier interlocutory Order dated 18th December, 1998, is quoted hereunder:
“……..Meanwhile, it will be open to the petitioner -M/s. Griesheim GMBH to make payment for purchasing 30,000 shares from the public and also to take delivery of those shares but they shall not take further steps for the purpose of getting their names registered as shareholders in respect of those shares.”
6. We heard learned Counsels for the parties at length.
7. So far our Order, dated 18th December, 1998 is concerned it was an interlocutory Order which actually merged after passing of our Order, dated 8th February, 1999. The submissions made by the learned Counsels for the parties exhibit many ramifications off-shoots, showing undercurrent inner stress. But it would not be proper for this Court while disposing of this application to advert to these as Suit No. 2499 of 1999 is pending in the Bombay High Court.
8. We may further record that after filing of this application, we passed another Order, dated 20th April, 2000 on the submissions of the learned Counsel for the applicant to the following effect:
“Learned Counsel for the applicant and respondent nos. 1 and 2 state that dispute which was sought to be referred to the Arbitrator has been settled between them. In view of this they want to move appropriate application to withdraw from the arbitration proceedings. They seek time for the purpose. List the matter on 5.5.2000.”
9. This Order records the statement of the learned Counsel for the appellant and respondent nos. 1 and 2, viz., Messer Griesheim GMBH and the Goyal MG Gases Ltd. that they have settled their disputes. In view of the fact that they have settled their disputes, Goyal MG Gases Ltd. shall be moving the Arbitrator to withdraw the arbitration. Subsequently, today when the matter is taken up, we are informed by the learned Counsel for the appellant that the parties settled their disputes pursuant to the agreement, dated 17th February, 2000 and the said arbitration proceeding stands withdrawn.
10. In view of this, the question of registration and ownership of the shares as referred to in our Order dated 8th February, 1999 which was left to be adjudicated by the Arbitrator does not arise since parties have settled their disputes.
11. The apprehension raised for the appellant is that question of registration of the shares which has reference in the aforesaid orders of this Court may not come in the way of the appellant in settling the disputes. We do not find anything in our order which in any way anchors the appellant to move for its registration of the said shares. The restriction, if at all, was with reference to the then
existing dispute between the contesting parties.
12. The question of permitting registration of the shares as prayed was not the field of issue for our consideration. It may be on account of certain happening during this interregnum, the appellant may be seeking for this registration. But scope of this application cannot be stretched to a fresh cause of action, if any. In our view it is not proper while considering modification of our Order to consider in respect of registration of the said shares, especially when we have disposed of finally the appeal on the 8th February, 1999 and which arose out of an interlocutory
Order. However, in order to dissolve any possible apprehension in the appellant’s mind, we make it clear that our Order dated, 8th February, 2000 is without prejudice to the rights of the appellant, if any, to apply for the registration of the shares which they are entitled to seek in accordance with law. We also make it clear that our present Order is also without prejudice to the rights of all the parties, to contest such registration if so advised, both before the registering authority and in the Bombay suit or other proceedings.
13. With the said observation, their I.A. Nos. 17 and 18 all other applications are disposed of in terms of this order.
