- (1.) The petitioner, Chand Rattan Newar, claiming himself to be a transferee share holder in a Company known as 'Messres Vikas Industrial Gases Limited', (the respondent Company) on the purchase of the share holdings of Messres Vishnu Dayal and Kalpana Dayal, has filed the present petition, resisting the recovery initiated by the U.P. State Industrial Development Corporation Limited (hereinafter referred to as the UPSIDC) Kanpur by a recovery certificate dated 21 October, 1992 (Annexure-2 to the writ petition) requiring the aforesaid Vishnu Dayal and Kalpana Dayal, and their transferees Chand Rattan Newar (the petitioner) and one R.C. Sabo to pay an amount of Rs. 19,29,710.61 paise. A sum of Rs. 8,75,000/- is the principal, reflecting the value of 87,500 shares at the rate of Rs. 10/- each. Rs. 10,54,710.61 paise is the premium on the shares at the rate of 13.5% per annum for the period 18.7.1983 to 13.7.1992. The share holdings, which are in the hands of the petitioner, Chand Rattan Newar and R.C. Sabo (not made a party) in pursuance of a transfer made by the erstwhile share holders, Vishnu Dayal and Kalpana Dayal (hereinafter referred to as Dayal and Dayal). The U.P.S.I.D.C. had provided corporate funding, to the effect, on an equity participation to the extent of the aforesaid, shares on an arrangement that by a phased programme it would sell its equity holding and permit the promoters to pick up the shares of the UPSIDC. The purpose of the U.P.S.I.D.C. having a share holding in the Company known as the Vikas Industrial Gases Ltd. was that it has a financial assistance to the extent that until the amount was repaid, the U.P.S.I.D.C. would have a say in the Company as also an investment in it. As soon as the shares were purchased from the UPSIDC, simultaneously the loan would stand discharged, and the U.P.S.I.D.C. would withdraw as a share holder in the Company. The agreement between the U.P.S.I.D.C. and the erstwhile promoters also left a liberty to the promoters to assign or transfer their shares. But, for the agreement dated 13 May, 1993 (Annexure-3 to the Writ Petition), the petitioner, Chand Rattan Newar and his co-share holder, R.C. Sabo, would not be in the shoes of Dayal and Dayal.
(2.) These are the facts, on which, there is no issue and the fact of the matter is that during the course of the submissions, learned Counsel for the petitioner has also submitted that on these facts, there is no issue. The only aspect, which was engaging the attention of the transferee share holders and the U.P.S.I.D.C. was on the manner in which re-scheduling of the payment of the shares held by the U.P.S.I.D.C. is to be done. In so far as it was understood between the U.P.S.I.D.C. and the petitioner and his co-shareholder, the issues were that whereas the U.P.S.I.D.C. had suggested that re-scheduling for purchasing the share holding of the U.P.S.I.D.C. should be between the period of 1988 and 1995, the suggestion of the petitioner and his co-share holder was that re-scheduling for the purchase of the shares, and thereby discharging the loan of the UPSIDC, should be between the year 1990 to 1997. Counsel for the petitioner refers to a meeting held in 1986 considering whether the transferees from the promoters could start refunding the loan by purchasing the equity share holdings of U.P.S.I.D.C. from 1993. This has reference to the minutes of the meeting of the consortium of financial institutions on 4.10..1986 (reference Annexure-4). The promoters proposal to sell their shares and change in management was under discussion. The discussions were unilateral to the financial institution. It was not a shareholders or a Board meeting of the respondent-Company. Besides, the record of this meeting in 1986 ceases to be relevant as much later the petitioner and his co-shareholder were coming out with their proposals and commitment to the U.P.S.I.D.C. But, in so far as the petitioner and his co-shareholder are concerned, they had clearly given out that rescheduling of the instalments for purchasing the shares, in question, should begin from 1990. The only issue on which there is no issue is on the question as to how should the petitioner and his co-shareholder begin the exercise for the purchase of the shares of the UPSIDC, from 1988 or 1990?
(3.) On this aspect, the Court noticing the record in detail, after learned Counsel for the petitioner had closed his arguments, put the proposition to petitioner's Counsel whether the petitioner and his co-shareholder would honour their commitment to the U.P.S.I.D.C. when on more than one occasion they gave the U.P.S.I.D.C. to understand that they desire to pick up the U.P.S.I.D.C. shareholders with effect from 1988 or 1990. The letters, the petitioner wrote to the U.P.S.I.D.C. on behalf of the Company gave out in no uncertain terms that the new shareholders on their part, would, beginning from 1990 spread over the next few years, purchase the UPSIDC's holdings. The Court explained to petitioner's Counsel that if the petitioner and his co-share holder would abide by the proposal they made to the U.P.S.I.D.C. and pick up the U.P.S.I.D.C. share holdings in accordance with their offer of rupees One Lakh each year, and made the offer good as of date, the Court could consider requiring the U.P.S.I.D.C. to accept the rescheduling of the transfer and purchase of shares, by the petitioner and his co-shareholder, as already placed on record by the latter.;