M/S Therameshwara Jute Mills Limited v. M/S Universal Cables Limited & Ors.

1. The present appeals are directed against the order passed by the learned Single Judge dated 16.11.2015. While entertaining this appeal on 18.11.2015,the following interim order was passed:- "It is for these reasons that insofar as the 2,705,553 additional shares are concerned,status quo shall be maintained with regard to them as oftoday. Insofar asthe 8,859,574 shares are concerned which fall under categories'A' and 'B',there is no dispute atthis stage. We are making it clear that the order passed by us today would be subject to the final orders that would be passed in appeal."

2. Thereafter the present appeals were disposed of when the following orders were passed on 19.01.2017:- "We have heard the learned counsel for the parties at great length. We are informed that theplaint has been amended on 11.02.2016. When the impugned order was passed it was on the basis ofthe original plaint..Werare further informed that the appellants herein, who are thefplamfiffs i^ the two suits, have filed the applications under Otder:;39'Ru^ 1&2CPC which are now pending before the learned Singld Jud^ and are slated to be heard on 25.01.2017. The learned counsel for the I" N respondents also points out that they have also moved composite applications in both,the suits,-;Ohe each,under Order

7 Rule 10 and Order 7 Rule 11 CPC* for return of the plaint and/or rejection ofthe plaint. Those applications are also listed on 25.01.2017. On the first date, on which these appeals came up before us, we had passed an interim order directing that status quo be maintained in respect of 2,705,553 additional shares of Universal Cables Limited as of that date. With regard to the shares which fell in the category A and B,we had recorded that there was no dispute attha;t stage. FAQ(OS) (Comm)212/2018 <6 213/2018 Page2of[6] in The said order has continued tilltoday. We are of the view that since the plaint has been amended and the entire issue ofgrant or non-grant ofinterim orders as also the issue ofwhetherthe plaintis to be returned or rejected is under consideration ofthe learned Single Judge,the same ought to be considered by the learned Single Judge independent ofthe impugned order and the interim order that we have passed. But,to have continuity in the matter, we are directing thatthe interim order shall continue till 25.01.2017 or if, for any reason the learned Single Judge is not available on that date,then,till the first date ofhearing thereafter. On which date, it shall be open to the learned Single Judge to pass any appropriate order whether contihuing or dis-continuing or modifying the interim order "thatj we have passed. We are making it clear that we have not expressed any opinion on the merits ofthe matter and the learned Single Judge would take a call independent of anything that has franspired before the learned Single Judge and/or this Bench. We are making it clear that the interim order granted by lis would cease to operate on the first date on which the leamdd Single Judge takes up the matter and he shall independeritfy, pass an order whether continuingthe order,discontinuihg^itjfchiodifying or passing any other suitable order. V ^ The appeals stand disppse<fyb|a^ All pending applications also stand disposed of."

3. In terms ofthe order dated 19.01,^20.17,the matter wasremanded to the learned Single Judge, however,in the meanwhile the order ofthe Division Bench was assailed by the respondent herein by filing the Civil Appeal NO. 5109/2017 arising out of S.L.P(C)No.6365/2017. The Supreme Court of India by an order dated 07.04.2017 remanded the matter back to the Division Bench ofthis courtfor fi-esh hearing. Meanwhile itis notdisputed before us that the appellants (plaintiffs before the learned Single Judge)had sought amendmentto the plaint which amendmenthas been granted. The additional FAO(OS)(Comm)212/2018&213/2018 Page3of[6] documents filed by the plaintiffon which reliance is placed have also been placed on record before the learned Single Judge. Fresh applications under Order XXXIX Rules 1&2 CPC are also pending before the learned Single Judge. The grievance of the respondents before the Apex Court was the continuation ofthe stay order passed by the Division Bench in this appeal pending disposal and fresh hearing of an application filed by the appellant before the learned Single Judge. The matter after being released by another Division Bench has taken up for hearing before this court on 26.09.2018.

4. With the consent of the counsels for the parties, all the appeals are being disposed ofwith the following consent order:i. The allotment of equity shares:made pursuant to the Rights issue undertaken by Universal cables Ltd., in terms ofletter of Offer dated 14.09.201.5, shdl.be subject to outcome of the applications under order XXXIX Rule 1 & 2 being LA. Nos. 26210/2015 and 26217/2015 in(CS(Comm)No.800/2017 and CS(Comm)No. 801/2017'respectively, pending before learned Single Judge and final order passed.therein. ii. The respondent- UniversalIGabfes Limited undertake that all the allottees under the Rights issue impugned in the two suits mentioned above shall be duly inforaied by the respondent, under due acknowledgment,vpf thef^^^ and the actions taken pursuant thereto being subject to outcome of the applications under Order XXXIX Rules 1&2 CPC and that the allottees shall not claim special equity in their favour. iii. The number of share allotted to Sh. H. V. Lodha out of 2,705,553 shall not be dealt with, alienated or disposed of pursuant to the impugned Rights issue till orders are passed in the application under Order XXXIX Rules 1&2CPC of without express leave ofthe learned Single Judge. FAO(OS) (Comm)212/2018& 213/2018 Page4of[6]

IV. The learned Single Judge be requested to take up all pending applications and decide in accordance with law without being influenced by any observations or findings recorded in the impugned order dated 16.11.2015.

V. The order dated 18.11.2015 would stand modified in terms of the settlement and orderpassed today. (

5. Duringthe course ofhearing MrRajiv Nayarand MrRajeev Virmani, learned seniorcounsels havesubmitted thatthis arrangementshould bindthe Mr.H.V.LodhaAssociatesand thepromoters/promotergroupsaswell. Mr Chidambaram,learned senior counsel submits on instructions that they do not represent the Mr. H.V. Lodha Associates,or the promoters / promoter groups nor are they parties to the lis and'hence they would not be in a position to accord their consentto bind them.

6. In view ofthe aiTangement arrived-qt mutually with the consentofthe parties on instructions, both the appeals^iare disposed of. We request the learned SingleJudgeto decide allthepending.a.pplicati^^asexpeditiouslyas possible Both the parties agree to cooperate with the learned Single Judge and would not seek unnecessary adjournment... Before parting with the appeals we also grant leave and liberty td.thd appellants to approach the learned Single Judge in case the promoters/promoter groups and Mr.H.V. Lodha Associates sell, alienate,transfer the additional shares granted tthem and it would be open for the learned Single Judge to pass such orders as deem fit. In case the company receives a request for recording transfer of additional shares by one of the aforesaid entities before carrying out such FAO(OS)(Comm)212/2018 213/2018 p„gg[5] transfer the company will inform the appellants(plaintiffs before the learned Single Judge)before effecting transfer.

7. Atthe request ofthe learned senior counsels appearing forthe parties, FAO(OS) 294/2017 and FAO(OS) 295/2017 are also called to court. Registiy is directed to list the appeals. Counsels for the parties agree that both the appeals may be disposed ofinthe lightofthe orderpassed in appeal Nos. FAO(OS)(COMM)212/2018 and FAO(OS)(COMM)213/2018. A copy ofthe order so passed today shall also be placed on record ofthe file of FAO(OS)294/2017 and FA0(0_S)295/2017.

8. We appreciate the sincere efforts put in by all the respective counsels for disposal ofall these appeals.

9. It is agreed thatthe arrangement arrived atin courttoday and the order so passed will be circulated amongst all the share holders. G.S.SISTANI,J I, I SEPTEMBER 27,2018 SU SANGIMDHIMGRA SEHGAL,J (f/) hfo (jx-l FAO(OS) (Comm)212/2018& 213/2018 Page Oof[6] 3r $--SB-13 & 14 * IN THE HIGH COURT OF DELHI AT NEW DELHI + FAO(OS) (COMM)212/2018 M/S THERAMESHWARA JUTE MILLS LIMITED Appellant Through Mr.Neeraj Chaudhri and Ms.Saakshi Agarwal,Advocate versus M/S UNIVERSAL CABLESLIMITED&ORS Respondents Through Mr.Sudhir Nandrajog,Sr.Adv.with Ms. Kanika Singh and Mr.Sangram Singh, Advocates for respondentno.1/applicant + FAO(OS)

JUTEINVESTMENT COMPANYLIMITED Appellant Through Ms.Niyati Kohli,Advocate versus IDBI CAPITALMARKET SERVICES LIMITED & ORS...Respondents Through Mr.Sudhir Nandrajog,Sr.Adv.with Ms. Kanika Singh and Mr.Sangram Singh, Advocatesfor respondentno.4/applicant CORAM: HON'BLE MR.JUSTICE G.S.SISTANI HON'BLE MS.JUSTICE SANGITA DHINGRA SEHGAL ORDER % 16.11.2018 C.M.44688/2016 in FAOIOSl(COMMl 212/2018 C.M.44687/2016 in FAO(OS) (for modification^ By the present applications,the applicant seeks modification in paragraph 9ofthe order dated 27.09.2018,which reads as under: "It is agreed thatthe an-angement arrived at in courttoday and the order so passed will be circulated amongst all the share holders." Mr.Sudhir Nandrajog,learned senior counsel appearing for the applicant, submits that the necessity offiling this application has arisen because there are 13050 shareholders and sending communication to them would incur huge expenditure. He submits that respondent would communicate this order by email to those shareholders whose e-mail addresses are available and additionally, the order will be uploaded on the website in the investor section. The prayer so made in the application is notopposed. Accordingly, paragraph 9 ofthe order dated 27.09.2018 is modified and the same shall now be read as under: "It is agreed that the arrangement arrived at in Court today and the order so passed shall be circulated amongst allthe shareholdersthrough e-mail, whose e-mail addresses are available. Additionally, the order will be uploaded on the website of the company in the investor section." With the above modification,the applications are disposed of. -r. G.S.SISTANI,J NOVEMBER 16,2018 rb FAO(OS) (COMM)Nos.212-213/2018 sangerA'^dhingra-sehgal,j page2of[2]