TMI Blog1994 (9) TMI 235X X X X Extracts X X X X X X X X Extracts X X X X ..... H. Parekh, Ms. Bina Madhvan and S. Uday Kumar for the Appellant. Yashank Adhyaru, Ms. Biraj Tiwari, Jatin H. Jhaveri and Harish J. Jhaveri for the Respondent. JUDGMENT Mohan, J. Leave granted. All these matters can be dealt with under a common judgment since the issue involved is one and the same. 2. The appellant-company was incorporated as a public limited company on 23-3-1992 in the name of 'Bloom Decoratives Ltd.'. Subsequently, its name was changed as 'Bloom Dekor Ltd.'. The registered office was formerly located at 1/F, Dhanlaxmi Chambers, Ashram Road, Ahmedabad. It was shifted to No. 8, National Highway, Oran, District Sabarkantha, North Gujarat with effect from 10-11-1993. However, it continues to have its corporate office in Ahmedabad. 3. The company received industrial licence on 21-6-1993 from the Govern-ment of India for the manufacture of decorative industrial laminates. The company went for public issue of 23,65,000 equity shares of which 4 lakhs equity shares have been reserved for the NRIs of Rs. 10 each for cash at par aggregating to Rs. 236.50 lakhs. The company made applications to the Ahmedabad Stock Exchange and the Bombay Stock E ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... junction restraining the Ahmedabad and Bombay Stock Exchanges from granting any permission for trading/dealing the equity shares of the company in other stock exchanges in any manner and to restrain the company and its Directors from issuing transferring or dealing in any manner the equity shares of the company, was sought. 6. On 14-12-1993, A.O. No. 527 of 1993 was admitted and the ex parte ad interim order was stayed. On the same day, other Associates Arvind B. Sheth and Kirtibhai Ghadiya filed Civil Suit No. 6683 of 1993 before the City Civil Court at Ahmedabad at about 7.45 P.M. on 14-12-1993. An ex parte ad interim order came to be passed. The same advocate Mr. Tarun V. Shah appeared. A notice of the said order was made returnable on 20-12-1993. On 15-12-1993, the High Court took up Special Civil Application No. 13891 of 1993. Notice was ordered to the respondent returnable on 20-12-1993. The application for interim relief was directed to be posted on 18-12-1993. After midnight of 17/18-12-1993 Rashmin Ghadiya, who is stated to be a relative of the said Viren Thakkar filed a plaint through the Advocate, Mr. Tarun V. Shah before the Civil Judge (J.D.) at Prantij f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Court was disinclined to adjourn the matter. Therefore, time was sought for a rejoinder whereupon the Court adjourned the matter to 17-1-1994. 9. The ground on which the various suits and the writ petition came to be filed was that the appellant-company did not obtain the necessary permis-sion from the Ahmedabad and Bombay Stock Exchanges to deal in shares or debentures as contemplated under section 73. In support of this averment reliance was placed on certain letters addressed by the Stock Exchanges of Ahmedabad and Bombay to share broker that the shares of the company had not been listed on the exchange for dealing. It was also alleged that the Registrar to the issue had not made allotments in accordance with SEBI guidelines. There were irregularities both in the matter of applications for shares and making allotments. Further, there was violation of section 33 of the Act. It is under these circumstances questioning the propriety and the correctness of these interim orders civil appeal arising out of SLP (C) No. 878 of 1994 against the judgment dated 9-1-1994 by the City Civil Judge (Senior Division), Baroda in Special Civil Suit No. 25 of 1984 and civil appeal arising ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ity shares of the company was approved by the Ahmedabad Stock Exchange. It also conveyed to the appellant its no objection of the Stock Exchange for utilisation of the issue funds. Again, on 7-1-1994, the Ahmedabad Stock Exchange approved the appellant's application seeking permission for the listing of the equity shares and to deal in the exchange and granted the necessary permission under section 73 with effect from 22-11-1993. The Ahmedabad Exchange by its circular dated 7-1-1994 notified the new enlistment for information of the members of the Stock Exchange. 14. Likewise, Bombay Stock Exchange by its letter dated 23-11-1993 informed the appellant-company that the exchange was pleased to ap- prove the company's listing application seeking permission for equity shares of the company to be dealt in on the exchange and that in order to facilitate commencing of normal and regular trading in the company's equity shares on the exchange the company should complete without any further delay the formalities mentioned in the enclosure to their earlier letter dated 27-9-1993. An affidavit Exh. 48 dated 8-1-1994 has been filed in the said Civil Suit No. 6683 of 1993 of J.J. Bhat, Joint ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... essary for the plaintiff to prove in order to support his right to a judgment of the Court - Cooke v. Gill [1873] 8 C.P. 107. In other words, a bundle of facts which it is necessary for the plaintiff to prove in order to succeed in the suit. This Court had occasion to refer to the case in Cooke ( supra ) in A.K. Gupta Sons Ltd. v. Damodar Valley Corpn. AIR 1967 SC 96. It is stated thus: "(9) The expression 'cause of action' in the present context does not mean 'every fact which it is material to be proved to entitle the plaintiff to succeed' as was said in Cooke v. Gill [1873] 8 CP 107 (116), in a different context, for if it were so, no material fact could ever be amended or added and, of course, no one would want to change or add an immaterial allegation by amendment. That expression for the present purpose only means, a new claim made on a new basis constituted by new facts. Such a view was taken in Robinson v. Unicos Property Corporation Ltd [1962] 2 All ER 24, and it seems to us to be the only possible view to take. Any other view would make the rule futile. The words 'new case' have been understood to mean 'new set of ideas': Dornan v. J . W. Ellis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ased to approve the Listing Application of defendant No. 5 seeking permission for its equity shares to be dealt with on the said Exchange." Again, in paragraph 4 it is stated thus: "On 22-11-1993, the Governing Board of the defendant No. 3 resolved to approve the Listing Application of defendant No. 5 seeking permission for its equity shares to be dealt with on the Stock Exchange, Ahmedabad. It is the practice of defendant No. 3 that after the grant of such permission under section 73 of the Companies Act, 1956, members of the Stock Exchange are informed by a notice for allowing them to deal in the said equity shares in the market with effect from a date specified in such notice. Such notice is given after a company complies within a reasonable time with the general listing requirements. As per the FAX message received by defendant No. 3, defendant No. 4 has also approved the listing application of defendant No. 5 seeking permission for their equity shares to be dealt in the Bombay Stock Exchange. On 24-11-1993, defendant No. 3 wrote to defendant No. 5 and informed them that the basis of allotment was approved by the Ahmedabad Stock Exchange and conveyed no objection of the Ahm ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the act complained so that the making of improper order against a party in his absence is prevented; ( d )the Court will consider whether the plaintiff had acquiesced for some time and in such circumstances it will not grant ex parte injunction; ( e )the Court would expect a party applying for ex parte injunction to show utmost good faith in making the application; ( f )even if granted, the ex parte injunction would be for a limited period of time; ( g )general principles like prima jade case, balance of convenience and irreparable loss would also be considered by the Court'." (p. 35) 24. In this connection reference was made to United Commercial Bank v. Bank of India 1981 (2) SCC 766 and Shiv Kumar Chadha v. Municipal Corporation of Delhi 1993 (3) SCC 161. 25. As to venue restrictions, the observations of this Court in Morgan Stanley Mutual Fund (supra) are apposite. Paragraph 22 reads thus: "As far as India is concerned, the residence of the company is where the registered office is located. Normally, cases should be filed only where the registered office of the company is situate. Courts outside the place where the registered office is locat ..... X X X X Extracts X X X X X X X X Extracts X X X X
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