Full Judgment Text
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Decision: 18.09.2023
IN THE MATTER OF:
+ O.M.P.(I) (COMM.) 296/2023, CAV 468/2023 and I.A. 17626/
2023 (exemption)
DLF LIMITED ..... Petitioner
Through: Mr. Rajiv Nayar, Sr. Advocate with
Ms.Ruby Singh Ahuja, Mr. Pravin Bahadur,
Mr.Vishal Gehrana, Mr. Isham Gaur, Ms. Manjira
Dasgupta, Ms. Aakriti Vohra, Ms. Kanika
Gumber, Mr. Saurabh Kumar and Ms. Megha
Dugar, Advocates
versus
PNB HOUSING FINANCE LIMITED & ORS. ..... Respondents
Through: Mr. Parag Tripathi, Sr. Advocate,
Mr. Dayan Krishnan, Sr. Advocate, Mr. Jayant
Mehta, Sr. Advocate with Ms. Vasundhra Bhakru,
Mr. Rajat Juneja, Mr. Vijay Nair, Mr. Arpit
Dwivedi, Advocates for respondent No.2
Mr. Arun Kathpalia, Sr. Advocate with Mr. Nirav
Shah, Ms. Aneesa Cheema, Mr. Nishant C., Mr.
Sajit S., Mr. Varun Kalra and Mr. Krishan Kumar,
Advocates for respondent No.4
+ O.M.P.(I) (COMM.) 297/2023, I.A. 17633/2023 (exemption) and
I.A. 17634/2023 (permission to file lengthy synopsis)
CHINSHA PROPERTY PRIVATE LIMITED ..... Petitioner
Through: Dr. Abhishek Manu Singhvi, Sr.
Advocate, Mr. Sandeep Sethi, Sr. Advocate with
Mr. Jasmeet Singh, Mr. Divjot Singh Bhatia,
Signature Not Verified
Digitally Signed
By:NIJAMUDDEEN ANSARI
Signing Date:19.09.2023
20:50:54
O.M.P.(I) (COMM.) 296/2023 and O.M.P.(I) (COMM.) 297/2023 Page 1 of 16
Mr.Pushpendra S. Bhadoriya, Mr. Saif Ali,
Ms.Rusheet Saluja, Mr. Vijay Sharma and
Mr.Arshad Malik, Advocates
versus
PNB HOUSING FINANCE LIMITED & ORS. ..... Respondents
Through: Mr. Parth Goswami, Sr. Advocate with
Mr. Ashish K. Singh, Mr. Shantanu Sagar,
Advocates for respondent No.1
Mr. Parag Tripathi, Sr. Advocate,
Mr. Dayan Krishnan, Sr. Advocate, Mr. Jayant
Mehta, Sr. Advocate with Ms. Vasundhra Bhakru,
Mr. Rajat Juneja, Mr. Vijay Nair, Mr. Arpit
Dwivedi, Advocates for respondent No.2
Mr. Rajiv Nayar, Sr. Advocate with Ms. Ruby
Singh Ahuja, Mr. Pravin Bahadur, Mr. Vishal
Gehrana, Mr. Isham Gaur, Ms. Manjira Dasgupta,
Ms. Aakriti Vohra, Ms. Kanika Gumber, Mr.
Saurabh Kumar and Ms. Megha Dugar, Advocates
for respondent No.4
Mr. Arun Kathpalia, Sr. Advocate with Mr. Nirav
Shah, Ms. Aneesa Cheema, Mr. Nishant C., Mr.
Sajit S., Mr. Varun Kalra and Mr. Krishan Kumar,
Advocates for respondent No.5
CORAM:
HON'BLE MR. JUSTICE MANOJ KUMAR OHRI
JUDGMENT
MANOJ KUMAR OHRI, J. (ORAL)
1. By way of present petitions filed under Section 9 of the Arbitration
and Conciliation Act, 1996 (hereinafter, referred to as ‘the A&C Act’ ), the
petitioners i.e., DLF Ltd. (hereafter, ‘DLF’ ) and Chinsha Property Private
Limited (hereafter, ‘Chinsha’ ), as shareholders in Joyous Housing Ltd.-
Signature Not Verified
Digitally Signed
By:NIJAMUDDEEN ANSARI
Signing Date:19.09.2023
20:50:54
O.M.P.(I) (COMM.) 296/2023 and O.M.P.(I) (COMM.) 297/2023 Page 2 of 16
Respondent No. 3 (hereafter, ‘JHL’ ), have sought certain interim protection,
as prayed for in their respective petitions.
2. The grounds raised in the two petitions are common, hence, the same
are dealt with through this common order.
3. DLF, Chinsha and Respondent No.4 (hereafter, ‘Hubtown’ ) are three
shareholders in JHL holding its entire shareholding. Amongst them, DLF,
Chinsha and Hubtown hold 37.5%, 37.5% and 25% shares of JHL
respectively.
4. The dispute pertains to a construction finance loan facility availed of
by JHL from Respondent No.1 - Punjab National Bank Housing Finance
Limited (hereafter, ‘PNB’ ) for a slum development project undertaken by
JHL at Tulsiwadi, Mumbai (hereafter, the ‘Project’ ). JHL availed of the loan
facility of Rs.800 Crores from PNB under a Loan Agreement-cum-Mortgage
Deed dated 20.12.2017, later modified vide Supplementary Loan Agreement
dated 27.08.2020. Petitioners are not parties to the Loan Agreement however
they are defined as “Promotors” in Schedule B of the Agreement.
5. The Loan was secured by way of mortgage created in favour of PNB.
Additionally, the entire shareholding of the three shareholder was pledged in
favour of PNB as additional security, under three separate Share Pledge
Agreements dated 26.12.2017 (hereafter, ‘SPA’ ) executed by the three
shareholders in favour of PNB.
6. Petitioners have specifically assailed the invocation of pledge by PNB
under the SPAs. Clause 17.11 of the SPA contains the arbitration agreement
between the parties for resolution of disputes by way of arbitration. Present
petition, under Section 9 of the A&C Act is filed on the basis of the said
arbitration clause.
Signature Not Verified
Digitally Signed
By:NIJAMUDDEEN ANSARI
Signing Date:19.09.2023
20:50:54
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7. JHL failed to meet its obligations towards repayment of the loan,
resulting in its account being declared as Non-Performing Asset on
04.01.2022. PNB initiated action under the SARFAESI Act, 2002 by issuing
Demand Notice dated 15.01.2022 under Section 13(2) followed by
Possession Notice dated 29.03.2022 under Section 13(4) and Sale Notice
dated 25.04.2022 under Rule 9(1) of the SARFAESI Rule in relation to the
mortgaged property. Although public notice was issued however, the auction
failed as no bids were received. Even the subsequent attempts at auction also
failed.
8. PNB also issued a Default Notice dated 02.11.2022 under Clause
6.2.1 and 6.2.2 of the SPA, wherein it indicated its intention to invoke the
pledge and sell the pledged shares at enterprise value. Vide the said notice,
PNB offered to sell the pledged shares to the existing shareholders of JHL
giving them right of first refusal. The reserved price for sale of entire
shareholding was fixed at Rs.1075 Crores.
9. DLF, in response to the aforesaid Default Notice, vide their letter
dated 10.11.2022 offered to pay a sum of Rs.1450 Crores to acquire control
of the entire shareholding in JHL, including those of Chinsha and Hubtown.
10. DLF contended that that there was no response to their aforesaid offer
by PNB. While the offer remained pending, the PNB, pursuant to a public
notice issued by it on 05.08.2023, assigned the loan in favour of the
Respondent No.2- Omkara Asset Reconstruction Company Ltd. (hereafter,
‘Omkara’ ) vide assignment deed dated 18.08.2023. The assignment of loan
comprised of all the Financial Documents executed by PNB and JHL in
relation to the Loan. Consequently, the Share Pledge Agreements, that
formed part of the Financial Documents, also came to be assigned in favour
Signature Not Verified
Digitally Signed
By:NIJAMUDDEEN ANSARI
Signing Date:19.09.2023
20:50:54
O.M.P.(I) (COMM.) 296/2023 and O.M.P.(I) (COMM.) 297/2023 Page 4 of 16
of the Omkara.
11. Omkara, vide letter dated 06.09.2023 informed DLF of it selling the
pledged shares held by DLF and Chinsha, to an undisclosed third party for
an undisclosed sum, thereby realising the entire outstanding of JHL. The
outstanding was settled merely from the sale of 75% shareholding,
comprising of DLF and Chinsha pledged shares and the loan account was
closed. As no further amount remained to be recovered and payable, JHL
was released from its liability including release of securities that were
created in respect of the loan account.
12. In these petitions, the petitioners have called into question the
assignment of pledged shares by PNB in favour of Omkara and the eventual
sale of pledged shares by Omkara to an undisclosed third party. Petitioners
have strongly reacted to the manner in which the whole process was
concluded and alleged that the sale was not bonafide and was a collusive act
between PNB, Omkara and Hubtown, whose pledged shares were
conveniently left out from the sale, whereas the petitioners were made to
cede their shareholding in the JHL under the garb of the invocation of
pledge.
13. It was contended by the DLF that it had accepted PNB’s offer and
communicated its willingness to purchase 100% of JHL pledged shares at a
price of Rs.1450 Crores in its letter dated 10.11.2022. It was further
contended that DLF’s aforesaid communication amounted to a formation of
a concluded contract.
14. DLF has further argued that the assignment was rushed through rather
suspiciously. Public notice of sale of financial asset of the bank was issued
by PNB on 05.08.2023, wherein the cut-off date for submission of bid from
Signature Not Verified
Digitally Signed
By:NIJAMUDDEEN ANSARI
Signing Date:19.09.2023
20:50:54
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the prospective bidders was set after mere three days on 08.08.2023.
According to the petitioners, it appears that the decision to assign the loan to
Omkara had already been taken by the PNB and the issuance of public
notice was a mere façade to cover up a collusive sale. Surely, if the intent
was to conduct a genuine auction-based sale, PNB would have kept a more
relaxed cut-off date to enable a wider participation of bidders in the auction.
15. PNB has outrightly dismissed all the objections of the petitioners and
dubbed it as another attempt by the borrowers to frustrate the recovery
process pursued by the bank to recover public money. PNB rejected the
allegation that the assignment was a rushed decision and no opportunity was
granted to the petitioners to redeem the pledge shares. Bank has argued that
the recovery process under SARFAESI had been initiated as early as
02.11.2022 by issuance of the default notice. Attempts were made to sell the
mortgaged property under SARFAESI however, the attempts did not yield
any success. Recovery by way of assignment was pursued as a last resort
and throughout the process, the borrower and petitioners were duly notified
of the steps taken by the Bank.
16. According to the PNB, assignment of debt is a legal recourse
available to the lenders sanctified by the RBI. PNB has further countered the
petitioner’s submissions on the DLF’s offer to acquire the pledged shares, to
argue that as per RBI guidelines, the petitioners being the Promoters of
defaulting borrower company namely JHL, could not have acquired the
pledged shares themselves. According to the PNB, the petitioners could
have redeemed the shares only by paying the outstanding debt of JHL and
not by making conditional offer to pay subject to the Bank transferring
entire pledged shares in favour of DLF.
Signature Not Verified
Digitally Signed
By:NIJAMUDDEEN ANSARI
Signing Date:19.09.2023
20:50:54
O.M.P.(I) (COMM.) 296/2023 and O.M.P.(I) (COMM.) 297/2023 Page 6 of 16
17. PNB has further argued that even the offer dated 10.11.2022 by DLF
fell short on promise. DLF offered to pay Rs.1450 Crores towards clearing
all the dues of JHL that it owed to all its lenders. Closely seen, the offer was
deceptive since the PNB’s dues amounted to Rs.777,99,61,505.84 and DLF
claimed that it itself was a lender of JHL having lent a sum of Rs.519 Crores
to JHL.
18. PNB has strongly defended its bonafides in conducting the auction
process and submitted that Swiss challenge process was adopted, which is
considered to be a more efficient way of auctioning of assets in the banking
industry.
19. PNB further dismissed the petitioners’ allegation that Omkara had
already submitted its bid on 01.08.2023 therefore the date of submission of
bid set in the public notice as 08.01.2023, shows the collusive nature of the
process. PNB has countered this allegation and explained that under Swiss
challenge process bids from public are invited to challenge the base bid
already received by the bank which explains the submission of Omkara’s bid
on 01.08.2023 before the 08.08.2023, which was the cut-off date for the
challengers to submit their bids.
20. Omkara has contended that having acquired the debt from PNB along
with other Financial Documents, it could exercise the right as a pledgee to
sell the shares, which was a legitimate action well within the SPAs. Omkara
too has dismissed the allegation of collusion as an attempt by the petitioners
to frustrate the recovery process.
21. Omkara has refuted the allegation made by the petitioners that the sale
of pledged shares has been made to the nominees of Hubtown, a disgruntled
shareholder, which had earlier initiated an oppression and mismanagement
Signature Not Verified
Digitally Signed
By:NIJAMUDDEEN ANSARI
Signing Date:19.09.2023
20:50:54
O.M.P.(I) (COMM.) 296/2023 and O.M.P.(I) (COMM.) 297/2023 Page 7 of 16
petition in NCLT Mumbai, making allegations against the other two
shareholders namely DLF and Chinsha. Omkara has even strongly refuted
the suspicion raised by the petitioner about the identity of the third-party
purchasers, who they allege could be affiliates of Omkara. Upon being
prodded by court to disclose the identity of the purchasers, Mr. Parag
Tripathi, offered to disclose the identity to the court in a sealed cover
supported by an affidavit, however expressed his client’s reservations in
sharing the said information with the petitioners.
22. Hubtown too made their submissions and refuted the allegations of
collusion and on the other hand, alleged collusion by the others. It was
contended that Hubtown’s 25% shares of JHL were in physical format and
were not handed over to the PNB which explains the facts that Hubtown’s
shares escaped the sale which DLF and Chinsha shares couldn’t. Hubtown
referred to petition filed by it in NCLT, Mumbai wherein according to it, the
conduct of DLF and Chinsha is highlighted, which rather shows collusion
between PNB and DLF.
23. In rejoinder, DLF also called into question Hubtown’s unconditional
withdrawal of its petition before NCLT, Mumbai after Omkara sold the
pledged shares of DLF and Chinsha to an undisclosed third party. It was
contended that PNB could only appropriate amount owed by JHL and even
after adjusting creditor’s dues, DLF’s offer was more than PNB’s dues.
24. In the aforesaid background, this Court is required to examine, if the
reliefs claimed in the two petitions, would facilitate the parties to get their
disputes adjudicated before the jurisdictional forum i.e., arbitration.
Jurisdiction under Section 9 is one for preserving the subject matter of the
arbitration, without adjudicating the underlying disputes between the parties.
Signature Not Verified
Digitally Signed
By:NIJAMUDDEEN ANSARI
Signing Date:19.09.2023
20:50:54
O.M.P.(I) (COMM.) 296/2023 and O.M.P.(I) (COMM.) 297/2023 Page 8 of 16
25. The petitioners have disputed the sale of their pledged shares by
Omkara as assignee of the JHL debt by the PNB. By the sale of pledged
shares, the petitioners have been deprived of valuable security in the form of
shares and also the ownership and control over JHL. The consequences of
the actions taken by PNB and Omkara are undoubtedly far reaching in
nature and to argue that the petitioners are left with the only remedy of
damages, rather than lay a claim to the lost shares and control over JHL,
would be undermining the statutory rights of redemption of the petitioners
under Section 177 of the Contract Act, as discussed below.
26. Prima facie, there is some merit in the grievance raised by the
petitioners regarding the manner in which the assignment of debt and
subsequent sale of pledged shares was consummated. The process adopted
seemed to be unnecessarily rushed and precipitative since there was no
response given by PNB to the DLF’s offer of redemption made nearly a year
ago on 10.11.2022, as discussed above. PNB or assignee , should have given
a redemption notice to the petitioner before the sale since the conclusion of
sale would have irreversibly prejudiced the petitioners and defeated their
rights under Section 177 of the Contract Act. The intent seems to
consummate the sale quickly to preclude the petitioners from seeking
remedies that they may have had.
27. The submissions made by Omkara that with the sale of pledged shares
the petitioners have met with fait accompli leaving them to only claim
damages, as per petitioners, raises the alleged suspicion about the intent
behind giving a three days short notice for submission of bids to close the
assignment.
Signature Not Verified
Digitally Signed
By:NIJAMUDDEEN ANSARI
Signing Date:19.09.2023
20:50:54
O.M.P.(I) (COMM.) 296/2023 and O.M.P.(I) (COMM.) 297/2023 Page 9 of 16
28. As stated above, the action of assignment and consequent sale of
pledged shares had serious implications for the petitioners. Without
commenting on the correctness of the decisions taken by the PNB, which
would be for the learned arbitrator to judge, it is sufficient here to observe
that it was incumbent upon the PNB to not only act in accordance with the
terms of contract documents, but also seen to have acted in a fair and
transparent manner.
29. PNB issued the notice dated 02.11.2022 to the pledgors for
redemption of pledged shares, by paying a sum of Rs.1075 Crores, being the
PNB’s assessed enterprise value of the debt. DLF promptly responded to the
aforesaid offer vide its reply dated 10.11.2022 and offered to pay a sum of
Rs.1450 Crores. What is puzzling is the fact that the PNB after receiving the
offer to repay from DLF did not follow up on the offer nor did it
communicate its response to the same. DLF’s offer does not seem to be a
unilateral offer made by it to distract the PNB to stop them from pursuing a
pending sale process initiated by them. The offer was in response to PNB’s
own notice for redemption, and it is for the PNB to explain, perhaps in the
substantive adjudicatory proceedings before the arbitrator, as to why DLF
was prevented from redeeming the pledged shares.
30. As per Section 177 of the Contract Act, pawnor’s (pledgor of shares)
right of redemption is sacrosanct. Pledgee’s right to sell pledged shares
would be subservient to the pledgor’s right to redeem. This right cannot be
defeated in a casual manner through the process adopted to conclude the sale
at express speed.
31. In PTC (India) Financial Services Limited v. Venkateswarlu Kari and
Signature Not Verified
Digitally Signed
By:NIJAMUDDEEN ANSARI
Signing Date:19.09.2023
20:50:54
O.M.P.(I) (COMM.) 296/2023 and O.M.P.(I) (COMM.) 297/2023 Page 10 of 16
1
Anr. , the Supreme Court has laid to rest all the diverse views on the
interplay of rights of pawnors and pawnees under the Contract Act. The
Supreme Court has held that under Section 176 of the Contract Act, in the
event of default of repayment of debt, pawnee has a right to either bring a
suit to recover the debt from the pawnor or sell the pledged security, upon
giving pawnor a reasonable notice of the intended sale. However, Section
177 gives a statutory right to the pawnor, who is at default in payment to
redeem the pledged goods at any time before the actual sale by the pawnee.
32. This being the mandate of law, the DLF’s letter dated 10.11.2022
offering to repay the debt for redemption of shares is the proverbial foot-in-
the-door of DLF, that would prevent the PNB from shutting the door on the
pledgors and proceed with the sale of pledged shares.
33. The explanation offered by PNB in these Section 9 proceedings, does
not look very convincing. PNB has sought to argue that the sum of Rs.1450
Crores offered by the DLF also included repayment of debt owed by JHL to
DLF. However, if the offer of Rs.1450 Crores was more than the enterprise
value of Rs.1075 Crores assessed by the PNB, then the aforesaid explanation
by the PNB does not stand to reason. In any case, in order to meet the
statutory requirement of Section 177, before taking steps towards the sale of
pledged shares, it was incumbent upon PNB to deal with the redemption
request made by DLF. Reasons must have been assigned and communicated
to DLF rather than sitting on the offer. Admittedly, there was no
communication sent to DLF by PNB and it remained inert to the redemption
request for more than a year and suddenly on 18.08.2023 proceeded to
1
2022 SCC OnLine SC 608
Signature Not Verified
Digitally Signed
By:NIJAMUDDEEN ANSARI
Signing Date:19.09.2023
20:50:54
O.M.P.(I) (COMM.) 296/2023 and O.M.P.(I) (COMM.) 297/2023 Page 11 of 16
assign the debt to Omkara.
34. It is further argued by the PNB that as per RBI’s Master Direction
(Transfer of Loan Exposures) Directions, 2021 dated 24.09.2021, it could
not have offered the defaulting Promoters (Petitioners) to buy back the
pledged shares. Without commenting upon the scope of the aforesaid RBI
Master Direction, it is noted that if PNB could not have permitted buy-back
by the Promoters, then PNB is itself guilty of breach of the RBI Master
Direction by issuing notice dated 08.11.2022 and that it should have
withdrawn the notice dated 08.11.2022 and issued a fresh notice of
redemption without offering buy back of pledged shares. PNB, instead,
directly issued notice dated 05.08.2023 invoking the pledge.
35. The petitioners’ allegation of collusion between PNB and Omkara
appears to be founded on the speed with which assignment and sale has been
concluded. Assignment of debt by banks is a legitimate act authorised and
regulated by RBI. Law does not countenance any legal challenge by DLF to
the assignment per se in favour of Omkara or the price at which the debt has
been assigned by PNB to Omkara. However, DLF as a pledgor would be
well within its rights to question the process of assignment and subsequent
sale, if it undermined its right of redemption under Section 177 of Contract
Act.
36. As on 05.08.2023, PNB had already received a bid submitted by
Omkara on 01.08.2023. If the process of assignment of debt had already
been initiated, the purported notice dated 05.08.2023 issued under Clause
9.1 was not required to be issued since it would have been for the successful
assignee to issue the required notice, if at all. With the sequence of events
followed up to the sale of shares by Omkara, it does prima facie appear that
Signature Not Verified
Digitally Signed
By:NIJAMUDDEEN ANSARI
Signing Date:19.09.2023
20:50:54
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PNB had pre-decided to assign the debt to Omkara on 05.08.2023 itself and
assigned the debt to Omkara with pre-invoked pledge. Omkara acted upon
the same invocation letter dated 05.08.2023, to sell the pledged shares to an
undisclosed buyer. Omkara in its capacity of assignee only steps into the
shoes of the assignor PNB and does not enjoy rights superior to those
enjoyed by PNB under the SPA. Omkara succeeded to the rights of PNB
along with all the legal limitations that came with it, including the
mandatory compliance of Section 177.
37. The entire process ignored the fact that DLF’s offer of redemption
dated 10.11.2022 had yet not been rejected by the PNB. It would not be
unreasonable to conclude that sale of pledged security by Omkara eclipsed
the DLF’s statutory right under Section 177 and hence illegal.
38. In PTC (Supra), the Supreme Court has observed that courts would
not lightly grant injunction against the sale of pledged security by pawnee
on the allegation of non-compliance of Section 176. However, the court has
further observed that injunction under Section 38 of the Specific Relief Act,
may be warranted if compensation is not the adequate remedy against the
invasion of the rights of enjoyment of property by a person. Since Section
38 is guided by the provisions of Chapter II of Specific Relief Act
(hereafter, ‘SRA’), the Court has further referred to Section 10 of SRA,
where the courts are mandated to enforce specific performance of contract
subject to Section 11, 14 and 16 of SRA. Section 16 states that specific
performance of contract cannot be enforced in favour of a person who fails
to prove that he has performed or has always been ready and willing to
perform the essential terms of the contract which are to be performed by
him.
Signature Not Verified
Digitally Signed
By:NIJAMUDDEEN ANSARI
Signing Date:19.09.2023
20:50:54
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39. Applying the above binding principles, it is seen that DLF has shown
its readiness and willingness to redeem the pledged shares as early as
10.11.2022. Further, the loss caused by the sale of pledged shares cannot be
compensated in terms of money. Losing shares deprives the person of
control and ownership of the company, which right is invaluable given the
enormous time and effort it takes to set up a business and the goodwill
associated with it. It cannot be equated with any other normal goods or
articles that are compensable with money, if lost.
40. In Section 9, the Court’s duty is restricted to ensuring preservation of
the subject matter of arbitration. Without commenting upon the merits of the
contentions of parties, except to the extent necessary to pass orders under
Section 9, for the reasons stated above, a case for passing interim orders is
made out.
41. In prayer (a) of the petition, petitioners seek a direction for disclosure
of the identity of the transferees of shares in question and in prayer (b)
petitioners have prayed for an order restraining the transferees from further
transferring the shares in question.
42. Prayer (b) is inchoate in view of Prayer (a) since the identity of the
transferee is not known yet, in view of which, no order can be passed against
the unknown transferees. However, it would be appropriate if pledged shares
sold to a third party by Omkara are kept in a suspended animation by
directing JHL not to recognise further sale, if any, undertaken by Omkara
transferees. If any request is received by JHL by further transferees the same
shall not be acted upon by JHL and further transferees shall not be recorded
as members (shareholders) in the record of JHL.
Signature Not Verified
Digitally Signed
By:NIJAMUDDEEN ANSARI
Signing Date:19.09.2023
20:50:54
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43. Omkara is further directed to disclose the identity of the transferees to
the petitioners, to whom it has sold the pledged shares, within a period of 7
days for the petitioners to take remedies that are available to them in law,
against such transferees. Mr Parag Tripathi, Learned Senior Counsel
appearing for Omkara, had expressed his client’s reservation in disclosing
the identity of the transferee to the petitioners and offered to share the details
with this Court in a sealed cover. This offer is being rejected since no
purpose is served by disclosing the names to the court and not to the
petitioner, who must know the identity of the purchaser for them to satisfy
themselves about the bonafides of the sale and if the said information is
required by them for the legal action that they may wish to pursue. There is
nothing confidential about this information that needs to be protected. Even
the price at which the debt has been assigned is not confidential since, as per
the settled law, the assignment cannot be challenged merely on the ground
that the price at which the debt has been assigned is lower than the original
debt.
44. In view of the above, the present petitions are disposed of alongwith
the pending applications.
45. It is reiterated that nothing observed in this order shall prejudice the
parties regarding their contentions and rights in any legal proceedings that
may be pursued by them in future.
(MANOJ KUMAR OHRI)
JUDGE
Signature Not Verified
Digitally Signed
By:NIJAMUDDEEN ANSARI
Signing Date:19.09.2023
20:50:54
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SEPTEMBER 18, 2023
na
Signature Not Verified
Digitally Signed
By:NIJAMUDDEEN ANSARI
Signing Date:19.09.2023
20:50:54
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