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2012 (9) TMI 821 - HC - Companies Law


Issues Involved:
1. Ownership and Rights Over North Mill
2. Res Judicata and Its Applicability
3. Correction of the Drawn-Up Order
4. Limitation and Delay in Filing the Application

Detailed Analysis:

Ownership and Rights Over North Mill:
The dispute revolves around the ownership and rights over North Mill, which were initially transferred from Fort Gloster to Hooghly Mills Ltd. in 1988, subject to governmental permissions. The demerger in 1992, which separated Fort Gloster's cable and jute divisions, did not explicitly address North Mill. Gloster Ltd. argued that since the sale to Hooghly was not completed due to the lack of permissions, North Mill should revert to Gloster. Fort Gloster and Bowreah Jute Mills (which acquired North Mill from Hooghly) contended that the sale was effectively concluded, and North Mill was not part of the demerger.

Res Judicata and Its Applicability:
The principle of res judicata was debated, with Fort Gloster and Bowreah arguing that a previous arbitration decision, which ruled that North Mill did not vest in Gloster, should preclude Gloster from claiming rights over North Mill. The court, however, noted that the arbitration involved different parties (Gloster and Hooghly) and did not include Fort Gloster. Therefore, the principle of res judicata did not apply as the parties were not the same, and the matter in issue was not identical across the proceedings.

Correction of the Drawn-Up Order:
Gloster filed an application in 2009 to correct the order drawn up in 1993, arguing that it omitted statutory language required by Form No. 42 of the Company Court Rules, 1959. The court acknowledged that the drawn-up order should have included the phrase "and all other the property, rights and powers of the transferor company in jute division." The court allowed this correction but did not grant Gloster's broader request to include North Mill explicitly, citing the need to avoid prejudicing ongoing or future civil litigation.

Limitation and Delay in Filing the Application:
Fort Gloster and Bowreah argued that Gloster's application was grossly delayed and barred by the Limitation Act. Gloster countered that the mistake in the order became apparent only during subsequent proceedings, prompting the application. The court did not find the delay to be a bar to correcting the statutory omission but refrained from making broader corrections that could affect substantive rights.

Conclusion:
The court modified the judgment to correct the drawn-up order by incorporating the omitted statutory language but did not grant broader corrections regarding North Mill. The court emphasized that its observations should not prejudice the parties in pending or future civil proceedings. The request for a stay of the judgment was rejected.

 

 

 

 

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