{"id":42427,"date":"2001-10-31T00:00:00","date_gmt":"2001-10-30T18:30:00","guid":{"rendered":"https:\/\/www.legalindia.com\/judgments\/mani-credit-capital-pvt-ltd-vs-reliance-industries-limited-on-31-october-2001"},"modified":"2019-01-25T02:34:43","modified_gmt":"2019-01-24T21:04:43","slug":"mani-credit-capital-pvt-ltd-vs-reliance-industries-limited-on-31-october-2001","status":"publish","type":"post","link":"https:\/\/www.legalindia.com\/judgments\/mani-credit-capital-pvt-ltd-vs-reliance-industries-limited-on-31-october-2001","title":{"rendered":"Mani Credit Capital Pvt. Ltd., &#8230; vs Reliance Industries Limited, &#8230; on 31 October, 2001"},"content":{"rendered":"<div class=\"docsource_main\">Company Law Board<\/div>\n<div class=\"doc_title\">Mani Credit Capital Pvt. Ltd., &#8230; vs Reliance Industries Limited, &#8230; on 31 October, 2001<\/div>\n<div class=\"doc_citations\">Equivalent citations: 2002 111 CompCas 808 CLB<\/div>\n<div class=\"doc_bench\">Bench: A Banerji, C Das<\/div>\n<\/p>\n<pre><\/pre>\n<p>ORDER<\/p>\n<p>  C.R. Das, Member   <\/p>\n<p> 1. By the present petition, the petitioners are seeking directions against<br \/>\nReliance Industries Limited (Respondent No. 1) to register the transfer of 12,500 shares<br \/>\n(described in the Schedule being Annexure &#8220;D&#8221; to the above petition) in favour of the<br \/>\nPetitioner No.1  <\/p>\n<p> 2. Brief facts of the case are as follows:\n<\/p>\n<p>a) The petitioner No.2 to 6 advanced through the petition No.1 to CRB Capital<br \/>\nMarkets Limited (Respondent No.2) the amounts aggregating to Rs. 24,75,000\/-. All the<br \/>\nsaid amounts were advanced by duly crossed account payee cheques drawn in favour of<br \/>\nrespondent No.2, complete details whereof are set out in Annexure &#8220;A&#8221; to the petition.<br \/>\nThe said cheques were encashed and the proceeds thereof received by Respondent No.2<br \/>\nThe said amounts were to be repaid by Respondent No. 2 after a period of 3 months on the<br \/>\nrespective due dates as mentioned in Annexure &#8216;A&#8217; to the petition.\n<\/p>\n<p>b) Towards repayment of the amount of Rs. 24,75,000\/- so advanced, Respondent<br \/>\nNo.2 handed over to petitioner Nos.2 to 5, post dated cheques made out in their favour,<br \/>\nin the amounts, advanced by petitioner Nos.2 to 6 respectively to Respondent No.2. The<br \/>\ninterest for the period of 3 months had been paid, by cheque, upfront, at the time of the<br \/>\nadvance of the loan itself. It was agreed that the said advance by the petitioner Nos. 2 to<br \/>\n6 to Respondent No.2 would be secured by the deposit, by Respondent No.2 of &#8220;A&#8221;<br \/>\nGroup shares in marketable lots together with duly executed Transfer Deeds.\n<\/p>\n<p>c) Respondent No.2, by their letter dated 10th March, 1997, addressed to Petitioner<br \/>\nNo.1 recorded the essential features of the said transaction and enclosed with the said<br \/>\nletter 13,000 shares of Reliance Industries Limited. The said shares stood in the name of<br \/>\nRespondent No.3 (CRB Trustees Limited A\/c CRB Mutual Fund) which was a<br \/>\ngroup\/sister concern of Respondent No.2. The said shares were forwarded by<br \/>\nRespondent No. 2 to the petitioners as and by way of security for the amount advanced to<br \/>\nthe Respondent No.2. This security was subsequently reduced to 12,500 shares.\n<\/p>\n<p>d) In the aforesaid circumstances, Petitioner No. 1 came into lawful possession of the<br \/>\nsaid 12,500 shares together with the duly executed Transfer Deeds. As per the normal<br \/>\nmarket practice governing the transaction and as particular agreed to, the petitioner<br \/>\nNo.1 had the option of either keeping the said 12,500 shares with the Transfer Forms as<br \/>\nthey were, or alternately, lodging the same for transfer in their name, pending repayment<br \/>\nof the loan on the due date, when they would be re-transferred and returned, to the<br \/>\nRespondent No.2 or their nominee(s).\n<\/p>\n<p>e) Petitioner No.1 accordingly, on or about 2nd May, 1997 exercised the later option<br \/>\nto have the said shares transferred in its name, pending repayment. This was done to<br \/>\nsecure itself against a situation where Respondent No.3 might apply for and obtain<br \/>\nduplicate share certificates in which case the security in their hands, would be worthless<br \/>\nPetitioner No.1 therefore on 2nd May, 1997 lodged the said 12,500 shares alongwith Transfer Forms duly filled in and stamped with Karvy Consultants Ltd. (&#8220;Karvy&#8221;) the<br \/>\nRegistrars and Share Transfer Agents of Reliance Industries Limited. The said transfer<br \/>\nwas needless to say, subject to an obligation to retransfer the said shares, if the loan was<br \/>\nrepaid on the due date.\n<\/p>\n<p>f) Karvy, however, expressed its inability to process and give effect to the transfer<br \/>\nof the said shares in favour of the petitioners quoting the order dated 22nd May, 1997<br \/>\npassed by the Hon&#8217;ble Delhi High court in the Winding up petition filed by the Reserve<br \/>\nBank of India against the Respondent No.2 whereby the Official Liquidator, High Court,<br \/>\nDelhi had been appointed as Provisional Liquidator of the Respondent No.2.\n<\/p>\n<p>g) In the meantime, the Respondent No.1 committed default in repayment of the<br \/>\npetitioners&#8217; dues which had become due for payment in June, 1997. The petitioner<br \/>\ntherefore, became entitled to enforce the security of the said shares.\n<\/p>\n<p>h) The petitioners therefore by their Advocates&#8217; letter dated 6th February, 1998<br \/>\naddressed to the Official Liquidator, High Court, New Delhi and the Provisional<br \/>\nAdministrator of the Respondent No.3 (appointed by the Hon&#8217;ble Bombay High Court)<br \/>\ncalled upon the Official Liquidator to pay to the petitioners the said aggregate sum of<br \/>\nRs. 24,75,000\/- together with interest thereon and also given an express notice to them<br \/>\nthat if the said amount was not paid to the petitioners, the petitioners would proceed to<br \/>\nenforce the security in their favour being the said shares. Clear notice was therefore<br \/>\ngiven by the petitioners under Sec.176 of the Indian Contract Act, 1882 of their intention<br \/>\nto sell the said shares and appropriate the net sale proceeds thereof towards the<br \/>\nsatisfaction of their dues and remit back the surplus amount if any.\n<\/p>\n<p> i) The Official Liquidator, however, neither replied to the said letter nor paid to the<br \/>\npetitioners, the amounts due and owing by respondent No.2 to them and redeem and\/or<br \/>\nrelease the security of the said shares. The petitioners therefore became entitled to the<br \/>\nsaid shares absolutely and the pledge came to an end.\n<\/p>\n<p>j) In the circumstances, and in view of the fact that a Provisional Liquidator of the<br \/>\nRespondent No.2 had been appointed by the Hon&#8217;ble Delhi High Court, the petitioners<br \/>\nmade an application being Company application No. 1374\/98 to the Hon&#8217;ble Delhi High<br \/>\nCourt (being the liquidation court) inter alia for direction against the company to register<br \/>\nthe transfer of the said 12,500 shares in the name of the petitioners. However, by an<br \/>\norder dated 2nd September, 1998 passed by the Hon&#8217;ble Delhi High Court on the said<br \/>\nCompany Application, the Hon&#8217;ble Court was pleased to observe that since the transfer of<br \/>\nshares was by a third party namely CRB Trustees Ltd (and not the Respondent No.2 of<br \/>\nwhich the Provisional Liquidator had been appointed by the Court), the Hon&#8217;ble Court<br \/>\nwas not a proper forum and that the petitioners should approach proper forum. The said<br \/>\nOrder thus gave the petitioners leave to agitate their entitlement to transfer before this<br \/>\nBoard since the same is the appropriate forum. The petitioners therefore have<br \/>\napproached this Board under Section 111A of the Companies Act, 1956 by filing the present<br \/>\npetition. In view of the disclaimer by the Company (Liquidation) Court, this Board alone<br \/>\nhas jurisdiction.\n<\/p>\n<p>k) After the petitioners filed the above petition, a scheme was proposed by the<br \/>\nProvisional Administrator of Respondent No.3, appointed pursuant to the order of the<br \/>\nHon&#8217;ble Bombay High Court, prescribing a Certification Procedure for transfer of shares<br \/>\nof various companies which were standing in the name of various CRB entities to the<br \/>\nname of bonafide purchasers for value of the said shares. The said Certification<br \/>\nScheme\/Procedure has been duly approved\/ratified by the Hon&#8217;ble Bombay High court<br \/>\nby its orders dated 22nd January, 1999 and 4th May, 1999.\n<\/p>\n<p>l) The said Certification Scheme\/Procedure specifically dealt with situations where<br \/>\nsecurities together with transfer forms signed by a CRB entity were lodge with any<br \/>\ncompany for transfer. It was provided in the said Scheme\/Procedure that securities<br \/>\nlodged prior to 21st May, 1997 did not require certification. The said Certification<br \/>\nScheme\/Procedure further specifically provided that where documents seeking transfer of<br \/>\nany security lodged for transfer with the Company prior to 21st May, 1997 were returned<br \/>\nunder objection by the company, the Provisional Administrator would be required to take<br \/>\nsteps to rectify the discrepancy within twenty-one days of receipt by the Provisional<br \/>\nAdministrator. The said scheme\/procedure also provided that any accretion by way of<br \/>\nbonus, dividend, interest or otherwise received by the Provisional Administrator in<br \/>\nrespect of the securities lodged with the company prior to 21st May, 1997 which had been<br \/>\n&#8220;cum&#8221; purchased by a bonafide purchaser before the cut-off date, shall if received by the<br \/>\nProvisional Administrator and upon a claim therefore by the investor, be passed by the<br \/>\nProvisional Administrator to the bonafide purchaser. In other words while transactions<br \/>\nrelating to transfer, lodged after 21st May, 1997 would be scrutinized, those lodged before<br \/>\n21st May, 1997 would be acted upon and recognised without any further inquiry or<br \/>\ncertification, provided they were otherwise in order.\n<\/p>\n<p>m) An Affidavit has been filed in the above petition by Respondent No.1<br \/>\nwhereby Respondent No.1 have, in essence, acknowledged and accepted the petitioners&#8217;<br \/>\nrights and their obligation to transfer the said 12,500 shares in favour of the petitioners<br \/>\nsubject to the compliance by the petitioners of certain formalities. It is, therefore, the<br \/>\npendency of the present proceedings which is preventing Respondent No.1 from<br \/>\ntransferring the said shares and delivering them to the petitioners.\n<\/p>\n<p>n) An Affidavit in Reply has also been filed by the Provisional Administrator<br \/>\nof the Respondent No. 3 opposing the above petition essentially on the ground of<br \/>\nlimitation and on the ground that it was difficult for the Provisional Administrator to<br \/>\nverify whether consideration was received by the CRB Mutual Fund in respect of the said<br \/>\n12,500 shares. For want of knowledge, he has, therefore, denied that any consideration<br \/>\nhad been received by the Respondent No. 3 in respect of the said shares.\n<\/p>\n<p>o) In the hearing held before the Board on 22nd March, 2001, it was pointed<br \/>\nout that Respondent No. 3 could have no objection in the matter. Respondent No. 3 had<br \/>\nbeen appointed by the Bombay High Court, as a person designata, and was thus required<br \/>\nto act in accordance with the orders and directions of the court. The Bombay High Court,<br \/>\nhad itself sanctioned a scheme, in pursuance of which the actions of Respondent No. 3<br \/>\nwere to be guided by under the said scheme, no certification was needed in respect of<br \/>\nshares lodged prior to 21st May, 1997. The shares in question had admittedly been<br \/>\nlodged on 2nd May, 1997 and hence Respondent No. 3 had nothing to do in the matter.<br \/>\nRespondent No. 3, however, despite the fact that the petitioners had attached a copy of the<br \/>\nMemo of Acknowledgement dated 2nd May, 1997 issued by Karvy acknowledging receipt<br \/>\nby them of the said 12,500 shares from the petitioners for transfer, contended that it did<br \/>\nnot admit that the said 12,500 shares were lodged by the petitioners with Karvy on 2nd<br \/>\nMay, 1997, this Board was therefore pleased to direct the Respondent No. 1 to verify the<br \/>\nrecords and file an Affidavit stating the date on which the said shares were lodged by the<br \/>\npetitioners for transfer with Karvy. Accordingly, the Respondent No. 1 has filed an<br \/>\nAffidavit confirming that the said 12,500 shares were, in fact, lodged by the petitioners<br \/>\nfor transfer with Karvy on 2nd May, 2001.\n<\/p>\n<p>p) The Official Liquidator, High Court, Delhi appointed as Provisional<br \/>\nLiquidator of the Respondent No. 2 has, despite notice neither filed any Affidavit in reply<br \/>\nopposing the present petition nor appeared before the Board at the time of hearing of the<br \/>\nabove petition.\n<\/p>\n<p>3. It is contended by the Respondent No. 3 that the above petition is barred by<br \/>\nLimitation. It is submitted that the petition is well within limitation. Section 111A of the<br \/>\nCompanies Act, 1956 does not prescribe any special period of limitation (Refer: Finolex<br \/>\nIndustries Limited v. Mr. A.R. Chhabria reported in 2000(3) Bom C.R. 644). The<br \/>\npresent petition has been filed within the residuary period of limitation of 3 years<br \/>\nprescribed under the Limitation Act. The petitioners have, however, moved with utmost<br \/>\ndispatch. The refusal to transfer shares was intimated to them by the share transfer agents<br \/>\nof the company by their letter dated 20th June, 1997 and 24th October, 1997. The<br \/>\nPetitioners have thereafter, as required by law pursued the matter with the Official<br \/>\nLiquidator of Respondent No. 2 and the Custodian of Respondent No. 3. The petitioners<br \/>\nhave been able to file this petition only upon liberty from the Hon&#8217;ble Delhi High Court,<br \/>\nby its order dated 2nd September, 1998.\n<\/p>\n<p>b) The Certification Scheme\/Procedure drafted by the Provisional<br \/>\nAdministrator of Respondent No. 3 and duly ratified by the Hon&#8217;ble Bombay High Court,<br \/>\nin essence, provides that while transactions relating to transfer of shares standing in the<br \/>\nname of CRB entities lodged with the company for transfer by third parties after 21st<br \/>\nMay, 1997 would be scrutinized by the Certification Committee, those lodged before 21st<br \/>\nMay, 1997 would be acted upon and recognized without any further enquiry or<br \/>\ncertification. The date of 21st May, 1997 was, therefore, prescribed under the said<br \/>\nScheme\/Procedure as a cut-off date. The said Scheme\/Procedure specifically provided<br \/>\nthat where the documents seeking transfer of any security lodged for transfer with the<br \/>\ncompany prior to 21st May, 1997 were returned under objection by the company, the<br \/>\nProvisional Administrator would be required to take steps to rectify the discrepancies<br \/>\nwithin twenty-one days. The 12,500 shares of Respondent No. 1 company standing in the<br \/>\nname of Respondent No. 3 (whose transfer the petitioners are seeking by this petition)<br \/>\nhaving been lodged with Respondent No. 1 company for transfer together with the duly<br \/>\nstamped and executed Transfer Deeds on 2nd May, 1997 i.e. much prior to the cut off date<br \/>\nof 21st May, 1997 appointed by the Provisional Administrator for requiring certification,<br \/>\nis deemed to be bona fide and conclusive proof of the petitioners&#8217; entitlement and is not<br \/>\nliable to be reopened or challenged as is now sought to be done by the Provisional<br \/>\nAdministrator. The Respondent No. 1 have affirmed on oath before this Hon&#8217;ble Board<br \/>\nthat the said shares were lodged by the petitioners with the Respondent No. 1 for transfer<br \/>\non 2nd May, 1997, i.e much before the cut off date of 21st May, 1997 prescribed under the<br \/>\nsaid Certification Procedure\/Scheme. The obvious underlying intent of the scheme was<br \/>\nto presume that transactions before the cut-off date were genuine.\n<\/p>\n<p>c) Without prejudice to the aforesaid, it is submitted that even otherwise, the<br \/>\npetitioners, can establish their ownership, independently of any deeming fiction. The<br \/>\ntransfer of shares in favour of the petitioners and their right to have their names entered in<br \/>\nthe register of members was complete as soon as the said shares and the instrument of<br \/>\ntransfer duly stamped and executed were handed over to the Petitioner No. 1. The transfer<br \/>\nof shares in favour of the petitioners was therefore complete as far back as on 10th<br \/>\nMarch, 1997 itself. The said shares, therefore, ceased to be the property of the<br \/>\nRespondents No. 2\/3 and belonged to the petitioners, subject of course, to the right of the<br \/>\nRespondent No. 2 to repay the petitioners&#8217; dues on the date due and redeem the security<br \/>\nof the said shares which the Respondents No. 2 failed and neglected to do. In fact, in that<br \/>\nbehalf, as aforesaid as per the prevailing market practice, on 2nd May, 1997 itself, during<br \/>\nthe subsistence of the pledge, the petitioners has lodged the said shares together with the<br \/>\nduly stamped and executed transfer deeds with Karvy for perfecting this transfer to their<br \/>\nname pending repayment of their dues. The petitioners respectfully submit that passing<br \/>\nof the order dated 22nd May, 1997 by the Hon&#8217;ble Delhi High Court appointing Official<br \/>\nLiquidator attached to the Court as the Provisional Liquidator of the Respondent No. 2<br \/>\nwith the direction to take charge of the assets and properties of the Respondent No. 2 and<br \/>\nrestraining the Respondent No. 2., its director, servants and agents from disposing of,<br \/>\nalienating and\/or parting possession of any of the assets of the Company, does not<br \/>\naffect the petitioners&#8217; right to have the shares registered to their name in the register of<br \/>\nmembers of the Company which is merely a formal, administrative or clerical act, the<br \/>\nshares having been transferred by the Respondents No. 2 in favour of the petitioners as far<br \/>\nback as on 10th March, 1997. (Refer in Re: Gammon India Limited reported in (1990) 3<br \/>\nComp. L.J. 89). The rejection by the Company of the petitioners&#8217; application for<br \/>\nregistration of transfer on this account is therefore unjustified. Consequently, the said<br \/>\norder and directives issued by the Reserve Bank of India are not applicable to the present<br \/>\ncase and in no way transgressed.\n<\/p>\n<p>d) The said shares were lodged by the Respondent No. 2 with the petitioners<br \/>\nin their ordinary course of business in good faith and for valuable consideration. The<br \/>\npetitioners submit that the petitioners and particularly the petitioners No. 2, 4, 5 and 6 are<br \/>\nmiddle class people and had invested their hard earned monies and life savings in the<br \/>\nRespondent No. 2 of which they have been deprived in the circumstances aforesaid.<br \/>\nExcept for the refusal on the part of the Company in registering the transfer of the said<br \/>\nshares in favour of the petitioner No. 1 in the peculiar circumstances stated above, the<br \/>\npetitioners would have been able to sell the shares forwarded to them by the Respondent<br \/>\nNo. 2 as security and realize their dues.\n<\/p>\n<p>4. In this connection, it may be stated that Section 111A(2) provides that the shares of a<br \/>\npublic limited company shall be freely transferable. Refusal for transfer of shares can be<br \/>\ndone only on the grounds as specified in Sub-section (3) of Section 111A of the Companies<br \/>\nAct, 1956. However, if the company without sufficient cause refuse to register transfer of<br \/>\nshares, the transferee may appeal to the Company Law Board for registration of transfer<br \/>\nof shares.\n<\/p>\n<p>5. Although the Official Liquidator, High Court, Delhi is a party respondent through<br \/>\nCRB Capital Markets Limited (in liquidation), neither he has made his appearance nor<br \/>\nfiled any reply although a copy of the petition has been served upon him and also directed<br \/>\nto file affidavit on the petition.\n<\/p>\n<p>6. We have considered the various submissions made by the Counsels. From the<br \/>\nfats stated above, it is clear that the impugned shares lodged prior to 21.5.1997 do not<br \/>\nrequire any certification and the Respondent No. 1 Company should have transferred and<br \/>\nsent it to the petitioners. However, Respondent No. 1 Company has not done so, as a<br \/>\nmatter of abundant caution in view of the Court Order issued by the Hon&#8217;ble Court<br \/>\nDelhi. The Bombay Stock Exchange Notice No. 1698\/99 dated 21st May, 1999 was issued<br \/>\nto their members pursuant to the Hon&#8217;ble High Court, Mumbai&#8217;s order dated 22nd<br \/>\nJanuary, 1999 and amendment to that order vide order dated 4.5.1999. The notice dated<br \/>\n21.5.1999 of the Bombay Stock Exchange and the order of the Bombay High Court<br \/>\ndated 4.5.1999 are clear that the impugned shares were lodged with the Registrar of the<br \/>\nRespondent Company before 21.5.1997 and thus should have been acted upon and<br \/>\nrecognized for transfer without any further inquiry or certification provided they were<br \/>\notherwise order.\n<\/p>\n<p>7. Taking into consideration the aforesaid facts and circumstances of the case and<br \/>\nalso the facts that the plea of the defendants is not tenable, we are convinced that the<br \/>\nRespondent No. 1 &#8211; Reliance Industries Limited should register the transfer of impugned<br \/>\n12,500 shares in favour of the petitioner and pay all such benefits accrued on those shares<br \/>\nincluding bonus shares of the Respondent No. 1. We, accordingly, hereby direct the<br \/>\nRespondent No. 1 company to transfer the said 12,500 shares in favour of the Petitioner<br \/>\nNo. 1 within 30 days from the date of receipt of this order. The petition is disposed of<br \/>\naccordingly with no order as to cost.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>Company Law Board Mani Credit Capital Pvt. Ltd., &#8230; vs Reliance Industries Limited, &#8230; on 31 October, 2001 Equivalent citations: 2002 111 CompCas 808 CLB Bench: A Banerji, C Das ORDER C.R. Das, Member 1. By the present petition, the petitioners are seeking directions against Reliance Industries Limited (Respondent No. 1) to register the transfer [&hellip;]<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_lmt_disableupdate":"","_lmt_disable":"","_jetpack_memberships_contains_paid_content":false,"footnotes":""},"categories":[1],"tags":[],"class_list":["post-42427","post","type-post","status-publish","format-standard","hentry","category-judgements"],"yoast_head":"<!-- This site is optimized with the Yoast SEO plugin v27.3 - https:\/\/yoast.com\/product\/yoast-seo-wordpress\/ -->\n<title>Mani Credit Capital Pvt. 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