Morgan Securities And Credits Pvt. Ltd. vs Bpl Limited

Judicial Analysis Court Copy Headnote Facts Arguments Court observation

2023 Supreme(Del) 1922

IN THE HIGH COURT OF DELHI AT NEW DELHI
Mini Pushkarna, J.
Morgan Securities And Credits Pvt. Ltd. – Appellant
Versus
Bpl Limited – Respondent
CS(COMM) 498 of 2022 & I.A. Nos. 11403-11405 of 2022
Decided On : 13-01-2023

Advocates appeared:
Ms. Priya Kumar with Abhishek Puri, Ms. Surbhi Gupta, Tejas Chhabra, Arpit and Bhimraj Achary, Advocates, for the Petitioners.
Sandeep Sethi, Senior Advocate with Karan Luthra, Prabhav Bahuguna, Advocates, for the Defendant-1, 4 and 6.
Dayan Krishnan, Senior Advocate with Rohan Batra, Ms. Sonali Malik, Harsh Vardhan Arora and Sukrit Sethi, Advocates, for the Defendant-2.
Neeraj Kishan Kaul, Senior Advocate with Shankh Sengupta, Ms. Varuna Bhanvale, Ribhu Garg, Ms. Ira Mahajan, Advocates, for the Defendant-7.
Gopal Jain, Senior Advocate with Shankh Sengupta, Ms. Varuna Bhanrale, Ribhu Garg, Advocates, for the Defendant-8.

Headnote:(A) Arbitration and Conciliation Act, 1996 - Sections 9 and 17 - Contempt of orders - Dilution of shareholding - Plaintiff alleges violation of restraining order leading to dilution of shareholding of defendant No.1 in defendant No.2 from 51% to 15.88% - Defendants’ actions resulted in contempt proceedings and subsequent lawsuits - Defendants challenge maintainability and jurisdiction, citing negligence in document submission and alleged misvaluation of court fees. (Paras 1-99)

(B) Civil Procedure Code, 1908 - Order VII Rule 11 - Maintenance of plaint - Defendants seek rejection citing jurisdiction and limitation issues - Court emphasizes merits require trial, rejecting instant dismissal claims. (Paras 44-55, 81-89)

(C) Companies Act, 2013 - Section 59 and 430 - Court affirms jurisdiction to adjudicate rights related to shares and denies applicability of Section 430 barring civil suits. (Paras 56-66)

(D)

Issues: The main issues involve the interpretation of contemptuous actions in terms of shareholding laws, jurisdictional challenges on claims, and validity of the plaint submissions. (Paras 44-66) (E)

Findings of Court:
The court found defendants failed to establish their claims for plaint rejection, reinforcing jurisdiction to proceed with the lawsuit. (Paras 55-66) (F)

Ratio Decidendi: The court ruled on the need for detailed examination of facts regarding contempt and financial agreements, determining that complex shareholding disputes necessitate civil adjudication. (Paras 66-78) (G)

Result: The plaint is registered as a suit, summons issued to defendants with directions to maintain current shareholding status quo. (Paras 95-101)

Table of Content
1. allegation of breach of court orders. (Para 1 , 2 , 3 , 4 , 5 , 6 , 7)
2. defendant's contentions regarding maintainability. (Para 10 , 11 , 12 , 13 , 14 , 15 , 16 , 17 , 19)
3. ratio regarding the jurisdiction of nclt. (Para 18 , 54 , 60 , 61 , 68 , 84)
4. court's observations on jurisdiction and necessity. (Para 43 , 44 , 46 , 48 , 66 , 93 , 101)
5. final directions and orders granted by the court. (Para 95 , 96 , 97 , 100 , 102 , 103)

JUDGMENT

Mini Pushkarna, J. The present suit for declaration has been filed on behalf of the plaintiffs on the premise that the holding of defendant No. 1 in the defendant No. 2 company has been diluted to 20.54% and subsequently to 15.88% in violation of the order dated 23.08.2013 passed by this Court in Arbitration Petition 362/2013 (renumbered as Arb. Appeal No. 14/2015). Furthermore, defendant No. 2 allotted shares in favour of defendant Nos. 7 and 8, resulting in further dilution of holding of defendant Nos.1 and 4 in the defendant No. 2 company. The defendant No. 3 has acquired the shareholding in defendant No. 2 acting through its subsidiaries i.e. defendant Nos. 7 and 8, which is stated to be in breach of order dated 23.08.2013 passed by this Court.

2. It is the case of the plaintiff that defendant No. 1 and M/s BPL Display Devices Ltd. availed certain bill discounting facilities from the plaintiff by and under `Bill Discounting Agreements/Sanction Letters' (in short `Agreements') dated 27.12.2002 and 11.06.2003. In all, sum of Rs.13,23,23,523/- was disbursed to the defendant No. 1 by the plaintiff.

3. It is submitted on behalf of the plaintiff that though huge amounts became due and payable by defendant No. 1, inspite of issuance of various reminders, defendant No. 1 defaulted in discharging its liability under the Agreements. In view thereof, arbitration proceedings were commenced and held for adjudication of disputes between the parties under the aforesaid Agreements. During the pendency of the said arbitration proceedings, it came to knowledge of the plaintiff that the defendant No. 1 herein was investing/diverting/transferring amounts to its subsidiary companies and transferring its healthcare business to defendant No. 2, which is its wholly owned subsidiary. Thus, plaintiff filed three petitions before this Court under Section 9 of the Arbitration and Conciliation Act, 1996 (hereinafter called the `Act'), viz. OMP 274/2012, OMP 865/2012 and OMP 956/2012. Interim orders came to be passed in favour of the plaintiff in the said petitions. Subsequently, vide final judgment dated 04.12.2012 in the said petitions, it was held that prima facie, it appears that the defendant No. 1 herein is acting in contravention of Clause 6 of the Letter dated 27.12.2002, whereby the respondent was extended `Bill Discounting Facilities' on certain terms and conditions. Thus, it was directed by this Court that the interim orders passed by this Court in the aforesaid petitions shall continue during the pendency of the arbitral proceedings, thereby restraining the defendant No. 1 herein from alienating its assets, both immovable and movable, or making further investments in its subsidiaries.

4. An appeal was filed by defendant No. 1 challenging the aforesaid final order dated 04.12.2012 in FAO(OS) 612/2012. The Division Bench of this Court by order dated 14.01.2013 disposed of the said appeal by observing that it was for the Arbitral Tribunal to consider whether the claim of the defendant No. 1 herein before the Arbitral Tribunal or any lesser amount was liable to be secured in an appropriate manner. Subsequently, an SLP came to be filed by defendant No. 1 against the order of the Division Bench, being SLP No. 4502-04/2013, which was disposed of by Supreme Court vide order dated 08.02.2013, thereby observing that the Arbitral Tribunal shall consider the application for vacation of interim order to be filed by defendant No. 1. In these circumstances, the stay granted vide order dated 04.12.