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2016 (4) TMI 757 - SUPREME COURT

2016 (4) TMI 757 - SUPREME COURT - TMI - Chance of the suit succeeding - transfer of shares - Held that:- A proceeding being filed for a collateral purpose, or a spurious claim being made in litigation may also in a given set of facts amount to an abuse of the process of the court. Frivolous or vexatious proceedings may also amount to an abuse of the process of the court especially where the proceedings are absolutely groundless. The court then has the power to stop such proceedings summarily an .....

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rious Courts (including this Court) earlier in proceedings arising out of the said two suits lapse. We also declare that all interim orders passed by any Court in any proceeding arising out of SUIT-I also lapsed in view of the withdrawal of the suit by GGL.

Therefore, these SLPs filed by MHL and GGL purportedly aggrieved by the impugned orders passed in the various applications filed in the two suits filed by RUIAS become infructuous. Therefore, the said SLPs arising therefrom are dis .....

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acquired by MGG from the public pursuant to AGREEMENT-II MGG purported to transfer them by virtue of the settlement dated 05.12.2002 in favour of RUIAS. If either GGL or MHL has any claim over those shares, such a claim must be made and established by them in accordance with law, but not in the suits filed by RUIAS. In order to establish such a claim, MHL already filed SUIT-IV to which both GGL and MGG are parties apart from Goyals and others.

However, in the absence of any legally e .....

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f RUIAS based on the settlement dated 05.12.2002 - for that matter, there is no whisper about the said settlement!. However, such an entitlement if any should be subject to the result of the SUIT-IV.

We make it clear that we are not deciding by this order, the existence or otherwise of any right or its enforceability in the 75001 shares of BOCL in favour of either MHL or GGL. It is open to them to establish their right in SUIT-IV. The defendants in the SUIT-IV are at liberty to raise .....

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ly uncalled for in the abovementioned factual background.

The net effect of all the litigation is this. For the last 18 years, the litigation is going on. Considerable judicial time of this country is spent on this litigation. The conduct of none of the parties to this litigation is wholesome. The instant SLPs arise out of various interlocutory proceedings. Arguments were advanced on either side for a period of about 18 working days as if this Court were a Court of Original Jurisdicti .....

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he judicial process by unscrupulous litigants with money power, all in the name of legal rights by resorting to halftruths, misleading representations and suppression of facts. Each and every party is guilty of one or the other of the above-mentioned misconducts. It can be demonstrated (by a more elaborate explanation but we believe the facts narrated so far would be sufficient to indicate) but we do not wish to waste any more time in these matters.

This case should also serve as proo .....

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only) to be paid by each of the three parties i.e. GGL, MGG and RUIAS. The said amount is to be paid to National Legal Services Authority as compensation for the loss of judicial time of this country and the same may be utilized by the National Legal Services Authority to fund poor litigants to pursue their claims before this Court in deserving cases. - Special Leave Petition (Civil) Nos. 33429-33434 of 2010, Special Leave Petition (Civil) Nos. 23088-23090 of 2012 - Dated:- 19-4-2016 - J. Chelam .....

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AGREEMENT-1 reads: 9. NON-COMPETITION CLAUSE GGL and all Goyal Group companies will cooperate in the Indian market with right to first refusal basis/with MGG and will not for the duration of this cooperation support in any way directly or indirectly - the activities of MGG s competitors with regard to gas business. MGG will give written information to GGL about every business opportunity it plans to take in the Indian market in regard to industrial gases and related business and GGL may decide i .....

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ket supply. 2. In a company known as BOMBAY OXYGEN CORPORATION LIMITED (hereinafter referred to as the BOCL ) majority shares were collectively held by a group of persons known as RUIAS (we understand that they belong to one family). On 23.6.1997, MGG entered into another Share Purchase Agreement (hereinafter referred to as AGREEMENT -II) with RUIAS. By the said agreement MGG agreed (i) to purchase 45001 shares of BOCL from RUIAS, and (ii) also to acquire another 30000 shares of BOCL from the op .....

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ffered the offerer shall be free to sell the Shares to any person (other than a competitor of the offeree), but at the same price and on the same terms as offered to the offeree. This right of first refusal does not apply to any sale of shares by the purchaser to a company of the Hoechst Group. In a company directly or indirectly controlled by or under direct or indirect common control with the Hoechst Group. For the purposes of this definition control means ownership, directly or indirectly or .....

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f the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as the SEBI Act ) 4. GGL protested (in writing) against the attempt of MGG to independently acquire shares of BOCL saying that it would amount to breach of Clause 9 of the AGREEMENT-I. Some correspondence took place between both the Companies in this regard. Eventually, both the Companies entered into AGREEMENT-III on 8.11.1997 whereunder it was agreed that out of 75001 shares of BOCL to be acquired by MGG under AGRE .....

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t of ₹ 13.5 crores to the RUIAS towards the value of 45001 shares. SUIT-I IN THE HIGH COURT OF DELHI by GGL etc. 6. On 26.8.1998, GGL filed a Civil Suit No.1810/98 (hereinafter referred to as SUIT-I ) in the High Court of Delhi against MGG for the enforcement of Clause 9.1 of AGREEMENT-I and for other reliefs: (a) Cancel the letter of offer dated 6.8.1998 made by the defendant for 20% equity shares of Bombay Oxygen Corporation Ltd. and/or (b) Cancel the share purchase agreement dated 23.6. .....

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nd/or (d) A decree of permanent injunction restraining the defendant from acquiring any shares in Bombay Oxygen Corporation Ltd. on its own and without the participation of plaintiff. On 14.9.1998, GGL filed two applications seeking certain interim orders. I.A. No.7248 of 1998 in the SUIT-I invoking Order 39 Rule 1&2 of the Code of Civil Procedure, 1908 (hereinafter referred to as CPC ) and OMP No. 205 of 1998 invoking Section 9 of the Arbitration & Conciliation Act, 1996 (hereinafter re .....

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n Messer from taking any steps to acquire shares of BOCL in pursuance of Share Purchase Agreement dated 23rd June, 1997, till the decision of the arbitration proceedings and the suit. In the facts and circumstances of the case parties are left to bear their own costs. [FAO (OS) No.251 of 1998 and FAO (OS) No.250 of 1998] MGG from acquiring the shares of the BOCL. 8. Aggrieved by the same, MGG moved this Court in Civil Appeal Nos. 728 and 729 of 1999. This Court by an interim order dated 18.12.19 .....

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es and it shall also file its claims statement within one week thereafter. 9. By a final order dated 8.2.1999, the said appeals were disposed:- Earlier by our order dated 18.12.98, we had permitted the appellant to make payment to the shareholders. The payment having been made now custody of those shares is with the appellant. Bombay oxygen wants to borrow money from a bank and the appellant wants to be a guarantor on the strength of those shares and for that reason it wants an order of this cou .....

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on and ownership of shares is concerned that will have to be decided by the Arbitrators. It will be open to the parties to approach the Arbitrators for obtaining interim relief in that behalf. Since the erstwhile owners of the shares have been paid their dues, they have ceased to be owners of those shares and the beneficial interest in them now vests in Messer Griesheim Gmbh or in Messer Griecheim Gmbh and Goyal HG gases Limited jointly if the Arbitrators so decide. We direct that all the disput .....

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ritish Virgin Islands on 20.01.2000 by MGG and another company known as Morgan Trade and Commerce which is a 100% owned subsidiary of GGL. The authorised share capital of MHL is 10,000,000 DM (currency of Federal Republic of Germany) divided into 10,000,000 shares. It has two Directors, one representing MGG and the other Morgan Trade and Commerce. Interesting feature of MHL is that the shares of this company are bearer shares. It is an admitted case of all the parties that the law of British Vir .....

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at a price of ₹ 22.5 crores shall now be registered in the name of a new company Messer Holdings Ltd., referred to herein below. Para 8. Pursuant to the settlement the appellant and the respondent No.1 (through its subsidiary) have incorporated a joint venture company outside India being Messer Holdings Ltd. In fact, this compromise was contemplated by the parties during the hearing of the above civil appeals but could not be materialized before the disposal of the civil appeals. It is in .....

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joyed by Messer Holdings Ltd. pending registration of transfer of shares and permit nominees to be appointed as Directors on the Board of Bombay Oxygen Corporation Ltd. in accordance with law; (b) direct that period from 23rd October, 1998 to date of order passed in this application will be excluded in computing the period prescribed under Section 108(1A) of the Companies Act, 1956 for the validity of the transfer deeds. (c) Pass such further order/orders as this Hon ble Court may deem fit and p .....

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we can draw is that the prayers in I.As 17 & 18 of 2000 were not pressed The whole process is strange. GGL simultaneously pursued the remedies (Suit-I and an arbitration proceeding) for the resolution of the dispute with MGG when the parties to the suit settled their dispute by mutual agreement, there is no need to approach this Court by filing interlocutory applications in appeals which had already been disposed off. More particularly, when those appeals arose out of interlocutory proceedin .....

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native, praying the arbitrators to pass an award in terms of the settlement between the parties, because under the A&C Act, 1996 an award is as efficacious as a decree of a civil court. But the parties i.e, MGG and GGL desired to withdraw from arbitration proceedings .. 12. Interestingly, after seeking this Court s permission to withdraw from the arbitration proceedings initiated earlier, MGG and GGL filed a joint application before the arbitral tribunal on 9.8.2000 requesting the arbitral t .....

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d registered in the name of Messer Holdings Ltd. (MHL); however, for technical and procedural reasons the shares will first be registered in the name of the respondent and immediately thereafter the said shares will be registered in the name of MHL as mentioned in para 2 of the Joint Application. Complete rights attached to the 75001 shares of BOCL qua the BOCL as well as transferos (transfer - sic) of the shares to the Respondent (even pending registration in the name of the Respondent and/or i .....

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2000 MGG handed over the shares certificate of 75001 shares of BOCL to MHL alongwith duly filled transfer forms As required under the law as it was on that date and a power of attorney. We are given to understand that the SUIT-I is eventually withdrawn by GGL. It is necessary to mention here that by that time RUIAS had already filed (on 28.4.1999) a suit inter alia against both MGG and GGL in the High Court of Bombay. SUIT- II IN THE HIGH COURT OF BOMBAY BY RUIAS ETC. 14. On 28.4.1999, RUIAS fil .....

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6.1 of the Agreement dated 23rd June, 1997 being Ex. B hereto; (ii) transferring or selling or alienating the legal and/or beneficial interest in the shares of Defendant No. 2 including those mentioned in Ex. A hereto without first offering the same to the Plaintiffs in terms of Clause 6.1 of the Share Purchase Agreement dated 23rd June 1997, being Ex. B hereto. (iii) obtaining any award, decree order from any forum or court in violation of clause 6.1 of the Share Purchase Agreement dated 23rd J .....

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rained from committing breach of Clause 6.1 of AGREEMENT-II. By an interim order dated 6.5.1999, MGG and GGL were injuncted from committing breach of Clause 6.1 of AGREEMENT-II. MGG filed an affidavit in the said application undertaking that it would not breach Clause 6.1 of AGREEMENT-II. By an order dated 29.2.2000, Bombay High Court disposed of the said application recording the undertaking filed by MGG with a further direction that MGG and GGL not to implement or enforce any award made by the .....

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That pending the hearing and final disposal of the suit defendant Nos.1, 3 and 4 be restrained by an ordr of injunction of this Hon ble Court from: (i) committing breach of clause 6.1 of the agreement dated 23rd June, 1997 being Ex. B to the plaint. 2. Defendant No.1 and 3 shall not act pursuant to implement or enforce any award made by the arbitrators without first obtaining the leave of the court and the court will consider the agreement between the plaintiffs and defendant No.1. 3. The afores .....

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ording to RUIAS establishment of MHL and the transfer of 75001 shares of BOCL to MHL tantamounted to breach of clause 6.1 of AGREEMENT-II. 16. After obtaining the consent award on 21.9.2000, MGG filed an application (Notice of Motion No.2933/2000) before the Bombay High Court in SUIT-II seeking leave of the Court to implement and enforce the consent award. SUIT- III IN THE HIGH COURT OF BOMBAY 17. On 5.2.2001, RUIAS filed second Suit bearing No.509 of 2001 (hereinafter referred to as SUIT- III ) .....

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(c) above, for a declaration that the Share Purchase Agreement dated 23rd June 1997 was terminable by the Plaintiffs and has been validly terminated by the Plaintiffs. e) that in the alternative to prayers (a), (b), (c) and (d) above, for a mandatory order and direction by this Hon ble Court directing the 1st Defendant to offer the said 75,001 shares to the Plaintiffs in accordance with the procedure prescribed in Clause 6.1 of the Share Purchase Agreement dated 23rd June 1997. f) for a declara .....

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Agreement dated 23rd June 1997; (ii) exercising any rights in respect of the said 75,001 shares (in particular voting rights in connection therewith) and/or from receiving any dividends, rights in respect of the same; (iii) exercising any rights including its beneficial ownership in, to, upon or in respect of the said 75,001 shares. i) that the Defendants be restrained by permanent order and injunction of this Hon ble Court from transferring and/or registering and/or taking any steps to transfer .....

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acts, deeds, matters and things and to execute all documents, deeds and writings in furtherance thereof. 18. In the said suit, RUIAS filed an application (Notice of Motion No. 392 of 2001) in substance seeking an injunction against MGG and GGL along with MHL either from transferring the 75001 shares of BOCL in favour of MHL or from exercising rights as beneficial owners of the said shares. In the said suit, MHL filed an application (Notice of Motion No.534 of 2002) on 21.2.2002 seeking appointme .....

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-initio and of no legal effect whatsoever. (ii) For a permanent order and injunction restraining the defendants from exercising any rights in respect of the said 30,000 shares including and in particular voting rights. (b) (i) for a declaration that the said agreement dated 23rd June, 1997 (Exhibit -B hereto) stands validly terminated and/or avoided. Rider-N Prayer (b)(ii)(a) (b)(ii)(a) that it be declared that Defendant Nos. 3 to 5 have no right, title or interest of any nature whatsoever in re .....

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ares together with all accretions thereto from 23rd June, 1997 on such terms as this Hon ble Court directs. (iii) for the purpose aforesaid the Ist defendant Nos. 1, 3, 4 and 5 be ordered and decreed to do and perform all acts, deeds, matters and things and to execute all documents, deeds and writings in furtherance thereof. Rider-P prayer (b)(iii)(a) (b)(iii)(a), that in the event of the Defendant Nos. 1 and 3 to 5 failing to deliver to the Plaintiffs the said 75001 shares of Defendant No. 2 th .....

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ning defendant nos. 1, 3 and/or 4 and 5 from exercising any rights, including as beneficial owner, in, to, upon, or in respect of the said 75,001 shares. a(1)(i) In the alternative and in the event of prayer (b) not being granted that it be declared that the negative covenant contained in Clause 6.1 of the agreement dated 23rd June 1977 being Ex. B hereto is binding on the Defendants; (a)1(ii)(b) that the Defendants by themselves their agents and servants be restrained by a perpetual order and i .....

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in violation of clause 6.1 of the Share Purchase Agreement dated 23rd June, 1997 being Ex. B hereto. (iv) making any claim before the Arbitrators or any court which if granted will amount to a breach or violation of the provisions of Clause 6.1. of the said Share Purchase Agreement dated 23rd June 1997, being Ex. B hereto; (v) procuring any breach of the provisions of clause 6.1 of the said share Purchase Agreement dated 23rd June, 1977 being Ex. B hereto; Rider-C (b1)(a) In the alternative and .....

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eds and writings in furtherance thereof. 20. It appears that on 5.12.2002, RUIAS and MGG entered into a settlement (evidenced by an agreement in writing) of the disputes between them by allegedly rescinding the AGREEMENT-II. According to MHL, the terms of settlement were not made known to either MHL or GGL for a long time. The information regarding the agreement dated 5.12.2002 initially came to the knowledge of MHL (allegedly) from the website of Security Exchange Commission of United States. T .....

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no knowledge of the current whereabouts of the said share certificates and other documents pertaining to the 45,001 shares and is not in a position to secure return/delivery of the same. 7. As MGG is no longer interested in acquiring any shares in BOCL , as a further part of the settlement, it is hereby agreed that MGG hereby sell/reverts/transfers/divests in favour of the Ruias all its right, title and interest in the remaining 30,000 shares in BOCL which MGG had acquired from the public, but w .....

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ovided in this Agreement. The Ruias shall also not have any further obligation to MGG except as provided in this Agreement. ****** ***** ****** ****** 10. The parties agree that MGG do hereby fully and irrevocably revert/sell, transfer and assign all its beneficial right, title and interest in or in relation to the said 75001 shares in favour of Ruias and shall, at the cost and expense of Ruias , execute and continue to execute such instruments, documents, authorities etc., as may be necessary o .....

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y Ruias and MGG . 11(a) The parties confirm and acknowledge that as the foregoing 45,001 shares of BOCL have not been registered in the name of MGG in the records of BOCL , the said shares continue to be registered in the names of the Ruias . Consequently, the rescission of the Ruia Agreement does not involve any transfer from MGG to the Ruias in the books of BOCL as the Ruias continue to be the registered shareholders. Nevertheless, if any permission, approval or notification is required under .....

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e in the name of the Indian public shareholders. Consequently, Ruias will be solely responsible for doing all acts, deeds and things that may be necessary for effecting the transfer of these shares from the currently registered shareholders to the Ruias at the sole cost and expense of the Ruias . ****** ****** ****** ****** 15. On execution of this Agreement, Ruias agree: (a) not to prosecute the following proceedings pending in the Bombay High Court and in Supreme Court of India against MGG or .....

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ontinued with SUITS II and III, but also amended the Suit-II on 08.06.2011. 21. On 4.2.2008, BOCL executed a Development Agreement in favour of another company known as HDIL granting development rights in respect of three pieces of immovable properties admeasuring 15317.77 sq. mtrs., 3513.70 sq. mtrs. and 47762.20 sq. mtrs. of land situated at Kurla Taluk of Maharashtra allegedly owned by BOCL. 22. The next day BOCL informed the Bombay Stock Exchange about the above-mentioned development agreeme .....

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tion against the parties to the above-mentioned Development Agreement along with various other reliefs (the details of which are not necessary for the present). 24. By an order dated 30th April, 2008, a Division Bench of the Bombay High Court while adjourning the hearing of the said Notice of Motion recorded the undertakings on behalf of the HDIL that it will not claim any equity whatsoever in the event of MHL s success in the above-mentioned Notice of Motion and demolish the construction, if an .....

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quo regarding the nature, title, etc. of the property in dispute. By an Order dated 23.6.2008, the said SLP was disposed of directing that the status quo order granted earlier on 16.5.2008 shall continue during the pendency of the Notice of Motions and appeals before the High Court of Bombay. SUIT-IV 26. On 23.4.2008, MHL filed Suit No.2410 of 2008 (hereinafter SUITIV) against BOCL, RUIAS, HDIL etc. seeking various reliefs including a declaration of ownership of 75001 shares of BOCL etc. q) That .....

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ing to 75001 shares in the 1st Defendant Company, more particularly described in Exhibit A hereto in the name of the Plaintiff; s) That this Hon ble Court be pleased to declare that the purported reversion/transfer of the suit shares being 75001 shares in the 1st Defendant Company, more particularly described in the schedule annexed as Exhibit A hereto by Defendant No.10 to Defendant nos.2 to 9 under the purported Agreement dated 5th December, 2002 is illegal, null and void and of no legal effec .....

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g to the public at large that they are owners of the suit shares or have any beneficial interest therein; v) That this Hon ble Court be pleased to declare that the purported Development Agreement dated 4.2.2008 (Exhibit MM hereto) and both the powers of attorney dated 05.02.2008 (Exhibit NN & OO thereto) and any other documents or acts in pursuance thereof are illegal, null and void and of no legal effect; w) That this Hon ble Court be pleased to direct the Defendants Nos.1 to 10 and 12 to d .....

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no legal effect; y) That this Hon ble Court be pleased to direct Defendant Nos.1 to 10, 12 and 13 to deliver up the said deed of mortgage dated 23.3.2008 at Exhibit XX hereto or cancellation and this Hon ble Court be pleased to cancel the same; z) That this Hon ble Court be pleased to Order and decree Defendant nos.2 to 10 to jointly and severally pay to the Plaintiff, damages/compensation in the sum of ₹ 500 crores as per the Particulars of Claim annexed herewith as Exhibit ZZ along with .....

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ted 1.9.2010 passed by the Hon ble High Court of Judicature at Bombay in Appeal No. 855 of 2003 in Notice of Motion No. 534 of 2002 in Suit No. 509 of 2001 with Notice of Motion No. 1308 of 2005, Notice of Motion No. 3956 of 2005, Notice of Motion No .4118 of 2007, Notice of Motion No. 1973 of 2008, Notice of Motion No. 1418 of 2008; and a) Pass such other order or orders as this Hon ble Court may deem just and proper in the facts and circumstances of the case. SLP(C) Nos.23088-23090 of 2012 is .....

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such other and further orders as this Hon ble Court may deem just and proper in the facts and circumstances of the present case. Both the sets of SLPs are filed aggrieved by the common order of a Division Bench of Bombay High Court dated 01.09.2010 in Civil Appeals No. 855/2003, 840/2003, 841/2003 and 857/2003. 28. Civil Appeal 855/2003 was filed by MHL and the other three appeals were filed by GGL. All the four appeals alongwith the various Notice of Motions were dismissed with costs All the f .....

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hey are 1308/2005, 3956/2005, 4118/2007, 1973/2008 and 1418/2008 seeking various reliefs. 30. The subject matter of appeals no.840, 841 and 857 of 2003 is order dated 26.03.2003 of the Single Judge in Notice of Motion Nos.3230/2000 & 1231/2003 in SUIT-II and Notice of Motion No.392/2001 in Suit III. Both the abovementioned Suits were filed by RUIAS. 31. SUIT-I is admittedly withdrawn, therefore, any order passed during the pendency of the said suit by any court (including this Court) in any .....

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ty and the purpose of the SUIT-II and its amendment subsequent to the filing of the SUIT-III We do not wish to examine those questions as such enquiry would be purposeless at this stage in view of the subsequent developments. of SUIT-II is that RUIAS do not want MGG to transfer any of the shares of BOCL acquired by MGG pursuant to AGREMEENT-II in favour of either GGL or MHL or any other person without first offering them to RUIAS. Such a transfer in the opinion of RUIAS would be in violation of .....

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UIT-III, RUIAS once again amended the SUIT-II enlarging the scope of the Suit. Whether such amendments are legally tenable or not is a question to be examined from the point of view of the principles governing the law on the question of joinder of causes of action etc. Apart from that the continuance of the SUIT-II and SUIT-III simultaneously raises too many questions regarding their maintainability. However, in our view, such questions need not be examined because RUIAS and MGG entered into an .....

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of MHL and/or Goyal MG Gases Ltd.); (i) Civil Suit No.2499 of 1999 titled Shyam Madan Mohan Ruia & Ors. v. Messer Griesheim GmbH & Ors. (ii) Civil Suit No.509 of 2001 titled Shyam Madan Mohan Ruia & Ors. v. Messer Griesheim GmbH & Ors. As a matter of fact, during the course of hearing of these SLPs also, both RUIAS and MGG supported the case of each other in opposing these SLPs filed by MHL and GGL. 33. As a consequence of the settlement dated 5.12.2002, RUIAS claim title in 7500 .....

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it had already transferred its title in the said shares in favour of MHL pursuant to the consent award dated 21.9.2000. 35. The existence of title in MGG in the said 75001 shares cannot be disputed by either GGL or MHL, at least, till the date of the consent award, i.e. 21.9.2000 because GGL and MHL s claim for title over the said shares flows from MGG s prior title and the subsequent alleged transfer pursuant to the consent award. In such a case, because of MGG s purported transfer of the titl .....

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intly. But they cannot seek a declaration of their title in the SUITS-II and III filed by the RUIAS. In a bid to establish their title MHL filed SUIT-IV See prayer (q) in SUIT IV (extracted at para 26 supra). The right of MHL, if any, will have to be decided in the said Suit. Until the said suit is decided, we do not see any ground in law on which either GGL or MHL can object to the transfer of the shares in favour of RUIAS pursuant to the settlement dated 5.12.2002. 36. What exactly is the proc .....

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EMENT-II could not be registered in the name of MGG See para 7 and 11(a) of the settlement dated 5.12.2002 extracted at para 20 supra because of the various interim orders passed by various courts at different stages in SUITS-I, II and III. SUIT-I was withdrawn by the plaintiff (GGL). In view of the subsequent settlement dated 5.12.2002 between MGG and RUIAS, no dispute survives between MGG and RUIAS. Therefore, SUITS-II and III are required to be dismissed as without any cause of action insofar .....

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from the settlement dated 5.12.2002, MGG and RUIAS are uncertain about the whereabouts and custody of 75001 shares! of BOCL which were initially acquired by MGG See paras 6 and 7 of the settlement dated 5.12.2002 extracted at para 20 supra. RUIAS having entered into settlement dated 5.12.2002 knowing fully well that MGG was not going to give custody of the above-mentioned 75001 shares, purported to purchase the said shares and agreed not to prosecute the SUITS-II and III against MGG. In such a c .....

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the 1st defendant be ordered and decreed to deliver/return to the respective plaintiffs the said 45,001 shares together with all accretions thereto from 23rd June 1997 on such terms as this Hon ble Court directs. - SUIT-III i.e. for a declaration in favour of RUIAS that they are entitled to the recovery of 75001 shares jointly against MGG, GGL and MHL etc. RUIAS having agreed not to prosecute the suits against MGG cannot continue the suits against other defendants in the suits whose claim (if an .....

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h Edn., Vol. II, p. 1179, note 7) has stated that power under clause (c) of Order 6 Rule 16 of the Code is confined to cases where the abuse of the process of the court is manifest from the pleadings; and that this power is unlike the power under Section 151 whereunder courts have inherent power to strike out pleadings or to stay or dismiss proceedings which are an abuse of their process. In the present case the High Court has held the suit to be an abuse of the process of the court on the basis .....

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oppression in the process of litigation. … The categories of conduct rendering a claim frivolous, vexatious or an abuse of process are not closed but depend on all the relevant circumstances. And for this purpose considerations of public policy and the interests of justice may be very material. Para 44- One of the examples cited as an abuse of the process of the court is relitigation. It is an abuse of the process of the court and contrary to justice and public policy for a party to relit .....

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ss of the court especially where the proceedings are absolutely groundless. The court then has the power to stop such proceedings summarily and prevent the time of the public and the court from being wasted. Undoubtedly, it is a matter of the court's discretion whether such proceedings should be stopped or not; and this discretion has to be exercised with circumspection. It is a jurisdiction which should be sparingly exercised, and exercised only in special cases. The court should also be sa .....

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n the various applications filed in the two suits filed by RUIAS become infructuous. Therefore, the said SLPs arising therefrom are dismissed. 38. The consequent factual position would be: (i) the legal rights acquired (whatever they are) by MGG in 45001 shares of BOCL purchased from RUIAS pursuant to AGREEMENT-II should revert back to RUIAS unless it is found that the purported transfer of 45001 shares by MGG pursuant to the consent award dated 21.09.2000 in favour of MHL created any right or i .....

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IV to which both GGL and MGG are parties apart from Goyals and others. 39. However, in the absence of any legally established title as on today to the abovementioned shares in any party other than MGG Even MGG s claim was that they had only a beneficial interest in the said shares, as the shares were never registered in the name of MGG., whether RUIAS would be entitled pursuant to the settlement dated 05.12.2002 to have their names entered into the registers of the BOCL as holders of the said sh .....

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is open to them to establish their right in SUIT-IV. The defendants in the SUIT-IV are at liberty to raise every defence available in law and fact to them. 41. A great deal of effort was made both by RUIAS and MGG to convince the court that in view of the protracted litigation between the parties this court should examine all the questions of rights, title and interest in these shares between the various parties as if this were the court of first instance trying these various suits. 42. The exa .....

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a period of about 18 working days as if this Court were a Court of Original Jurisdiction trying the various above-mentioned suits. The fact remains that in none of the suits even issues have been framed so far. The learned counsel appearing for the parties very vehemently urged that there should be a finality to the litigation and therefore this Court should examine every question of fact and law thrown up by the enormous litigation. We believe that it is only the parties who are to be blamed f .....

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