TMI Blog2007 (2) TMI 328X X X X Extracts X X X X X X X X Extracts X X X X ..... ndent No. 1 on 21-8-2001 and sought explanation as to why trading in the securities of the plaintiff company may not be suspended by BSE. It is alleged that even after exchange of correspondence between the defendant - the BSE and the plaintiff, the plaintiff failed to comply with the requirements and fulfil the conditions of listing agreement. Again notice was issued to the plaintiff by the BSE on 18-9-2001. Ultimately, the trading in the plaintiff s securities were suspended by the BSE w.e.f. 1-10-2001. It appears that the plaintiff-respondent No. 1 Company submitted representation for revocation of the suspension order before the BSE. It appears from the facts mentioned in the plaint that there were several disputes cropped up with the Government authorities and also among the promoters of the Company. It is submitted by the plaintiff that in some matters, the plaintiff-Company was exonerated and because of those proceedings, the plaintiff did not suffer any disqualification for trading in its securities through BSE. However, because of dispute among the Directors of the Company who were brothers in relation, Union of India approached the Company Law Board at New Delhi by filing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he plaintiff, the plaintiff complied with all those conditions put by the Listing Committee of the BSE in its decision dated 17-8-2005 and the plaintiff informed the BSE vide its letter dated 5-9-2005 of compliance of all the conditions. The plaintiff s case is that despite this revocation of the suspension order and compliance of the plaintiff of all the conditions, which were imposed by the decision dated 17-8-2005, the plaintiff s shares are not permitted to be traded in the BSE, Ultimately, on 26-7-2006, the plaintiff gave last letter to the BSE and requested them to permit the trading in the equity shares of the plaintiff-Company within 15 days lest, the plaintiff Company will initiate legal proceedings against the BSE. In the background of these facts, the plaintiff in the present suit claimed that it may be declared that there is no legal proceeding pending against the plaintiff on the basis of which the BSE can deny the trading in shares of the plaintiff-Company. The plaintiff sought relief of injunction against the BSE that the BSE be restrained from interfering in the share trading of the plaintiff-Company. The plaintiff also claimed damages of Rs. 57,500 on the basis o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecided issue No. 7 on the basis of the pleadings of the parties as well as on the basis of the documents which were placed on record by both the parties irrespective of the fact whether these facts mentioned in the pleadings and the documents are admitted by other party or not? The trial court while deciding issue No. 7, considered the defence of the defendants taken by the defendants in the written statement and thereafter rejected the defence of the defendants and held that the suit is triable by the civil court. 8. The learned counsel for the petitioners vehemently submitted that the bar against the civil court s jurisdiction is very clear from the bare reading of section 22E read with section 23L of the Act of 1956 and sub-rule (5) of rule 19 of the Rules of 1957. According to the learned counsel for the petitioners, the BSE has jurisdiction to suspend the trading in the shares of any Company who is its member and this fact is not in dispute. In the present case, the BSE suspended the trading in the shares of the plaintiff-Company is also an admitted fact. If the plaintiff is aggrieved against the said action of the BSE then the plaintiff could have preferred appeal under s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of having trading in its equity shares through BSE, though on compliance of all conditions by the plaintiff under the Act of 1956. The plaintiff-Company is member of the BSE. It shares were permitted to be traded through BSE. Because of some disputes among the Directors of the Company who are members of one family, trading in plaintiff s Company s shares were suspended by the BSE. That suspension of trading continued up to 17-8-2005 for almost more than four years. That suspension order was revoked by the BSE itself and that fact is admitted fact, therefore, the plaintiff cannot prefer any appeal under second proviso to sub-rule (5) of rule 19 of the Rules of 1957. Therefore, the plaintiff has right to claim through civil suit that the BSE or any of its authorised persons, have no right to prevent the trading in shares of the plaintiff-Company through BSE. It is emphatically submitted that the plaintiff is not challenging any of the orders of the BSE, rather say, the BSE itself has passed order in favour of the plaintiff Company and revoked the earlier passed suspension order for trading of securities. It is submitted that section 23L clearly provides that any person aggrieved, by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt further vehemently submitted that the defence put by the defendant in the written statement based on question of fact, cannot be considered while deciding the civil court s jurisdiction at preliminary stage. The learned counsel for respondent No. 1-plaintiff submitted that the plaintiff-Company s trading suspension order and its revocation by the BSE are admitted fact by the defendant in the written statement itself. So far as revocation of suspension order is concerned, firstly that is not an admitted fact and for that the trial court clearly held that the defendants failed to produce any document evidencing the revocation of revocation order dated 17-8-2005. Otherwise, also, in the present case, not only the written statement has been filed by the defendant-petitioner but the issues have already been framed and at this stage if the defendants insisted for decision on issue of civil court s jurisdiction without producing relevant document and without proving facts pleaded in defence then the civil court can look into only plaint allegations and/or at the most admitted documents for deciding the issue of jurisdiction. The trial court, therefore, rightly decided the issue in favo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that whether that revocation order come into force or not. For this, according to the plaintiff, the plaintiff complied with the conditions imposed in the order dated 17-8-2005, whereas according to the defendants, those conditions have not been complied with. The conditions imposed in the order dated 17-8-2005 are with respect to making payment of Rs. 2,40,000, which admittedly has been deposited by the plaintiff. So far as furnishing of declaration as contained in condition No. 3 is concerned, that declaration has been furnished by the plaintiff-Company. So far as condition No. 2 is concerned, by this condition, the plaintiff was directed to put all shares of promoters in lock-in so that they may not be traded for three years. In the revocation order, according to the plaintiff, it is mentioned that the shares of those promoters who were promoters on the date of revocation order, their shares should be put in "lock-in". The learned counsel for the petitioner disputed this and submitted that the plaintiff was required to submit the certificate of lock-in of all shares of all promoters irrespective of fact that whether the some of the Directors separated from the company before th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ad no occasion to consider the detail facts of the case before directing the trial court to decide the issue of jurisdiction as preliminary issue and obvious reason is that the caveat was entered by respondent No. 1-plaintiff in S.B. Civil Writ Petition No. 7477/2006 and did not dispute proposition which was advanced by the petitioner-defendants forgetting the decision on issue from the trial court before trial and that situation ultimately went against the petitioner because if case is decided without evidence then defence of the defendant-petitioner will remain not proved. 17. If the mere plaint allegations are looked into then the entire suit of the plaintiff is only for enforcement of his right which the plaintiff is claiming as accrued to the plaintiff by virtue of the agreement entered into between the plaintiff and defendant No. 1-BSE, whereby the plaintiff got right to have trade of his shares through BSE and for which according to the plaint allegations, earlier the trading of shares of plaintiff-Company was suspended by the BSE and thereafter, on plaintiff s representation, the suspension order was revoked and, therefore, the plaintiff is enforcing his civil right onl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lso. None of the party ever prayed that issue No. 5 may be decided as preliminary issue. In view of the above, when it is not the case of the defendants-petitioners that issue No. 5 could have been decided by the trial court, as preliminary issue, then the order dated 12-1-2007, if will remain, that will cause legal complication, therefore, the order dated 12-1-2007 so far as rejection of all the pleas of the defendants taken in the written statement on the basis of the facts pleaded by the defendants, or ouster of civil court s jurisdiction is required to be decided after evidence and under issue No. 5. Issue No. 5 also cannot be treated decided because of the reasons mentioned above, that is, this issue is not pure issue of law. 20. The learned counsel for the petitioners also pointed that the trial court has not framed specific issue about compliance and non-compliance of the conditions of revocation order which entitles the plaintiff to claim his right of trading of Company shares through BSE. It is true that the issue is not very specific but issue No. 1 is wide enough and covers all the pleas which have been taken by the plaintiff and which have been rebutted by the defen ..... X X X X Extracts X X X X X X X X Extracts X X X X
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