LexMESSER HOLDINGS LTD. versus SHYAM MADANMOHAN RUIA & OTHERS
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[2016] 5 S.C.R. I MESSER HOLDINGS LTD. v. SHYAM MADANMOHAN RUIA & OTH£RS (Special Leave Petition (Civi I) Nos. 33429-33434 of20 I 0) APRIL 19,2016 [J. CHELAMESWAR AND ABHAY MANOHAR SAPRE, JJ.) Company law: Transfer of shares - In the instant sets of appeal, several suits were filed by parties relating to the transactions involving tramfer o.f shares - While one suit stood withdrawn, others suits remained pending - Instant SLPs arose out of various interlocutory proceedings - Disposing o.f the SLPs, the Court held: The examination of various questions raised by the petitioners in these SLPs is wholly uncalled for - Considerable judicial time has been spent on this fitigation - The conduct of none of the parties to this litigation is wholesome - Arguments were advanced on either side for a period of about I8 working days as (f this Court were a Court of Original .Jurisdiction trying the suits - The fact remains that in none of the suits even issues have been framed so far - This case is a classic example of the abuse of the judicial process by unscrupulous litigants with money power. all in the name of legal rights by resorting to half-truths, misleading representations and suppression of facts - Each and every party is guilty of one or the other of the above-mentioned misconducts - This case should also serve as proof of the abuse of the discretionary jurisdiction of this Court under Article 136 by the rich and powerjit! in the name of a 'fight for justice' at each and every interlocutory step of a suit - Enormous amount of judicial time of this Court and two High Courts was spent on this litigation - Therefore, exemplary costs of Rs.25 Lakhs imposed on the three parties i.e. GGL, MGG and RUJAS - Interlocutory order - Cos/ - Constitution of India - Art.136. Ramrameshwari Devi & Others v. Nirmala Devi & Others 2011 (8) SCR 992 : (2011) 8 SCC 249 - relied on. Case Law Reference 2011 (8) SCR 992 relied on Para 44 A B c D E F G H 2 SUPREME COURT REPORTS [2016] 5 S.C.R. A CIVIL APPELLATE JURISDICTION: Special Leave Petition (C) Nos. 33429-33434 of20 I 0. From the Judgment and Order dated 01.09.2010 of the High Court of Judicature at Bombay in Appeal No. 855 of2003 in Notice of Motion No. 534 of2002 in Suit No. 509 of200 I with Notice of Motion No. 1308 B of2005, Notice of Motion No. 3965 of2005, Notice of Motion No. 4118 of2007, Notice ofMotion No. 1973 of2008, Notice of Motion No. 1418 of2008. c D E F G H Dhruv Mehta, Sr. Adv., M. L. Sreegesh, Mrs. V. S. Lakshmi, A. Venayagam Balan, Ms. Aruna Gupta, Advs. for the Petitioner. F. S. Nariman, Rohit Kapadia, S. Ganesh, Sr. Advs., Karl Shroff, R. N. Karanjawala, Debmalya Benerjee, Jasmeet Singh, A. S. Aman, Manish Sharma, Ms. Tanya Pujji, Mrs. Manik Karanjawala, Subhash Sharma (For Mis. Karanjawala & Co.), E. C. Agrawala, Nikhil Swami, Mrs. Prabha Swami, Ms. Aruna Gupta, Ms. Mohna M. Lal, Ms. Geetali Talukdar, Advs. for the Respondents. The Judgment of the Court was delivered by CHELAMESWAR, J. I. Messer Griesham GrnbH, a German Company (hereinafter. referred to as "MGG") entered into a Share Purchase and Cooperation Agreement (hereinafter referred to as AGREEMENT-I) with the shareholders of an Indian company called Goyal Gases Ltd. (hereinafter referred to as "GGL") on 12.5.1995. By virtue of the said agreement, MGG purchased 30% of equity shares of GGL. Subsequently, MGG increased its shareholding in GGL to 49%. Clause 9 of the AGREEMENT-I 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 infonnation 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 if it wants to participate in it (right of first refusal). In case GGL does not within a period of two months after receiving MGG's MESSER HOLDINGS LTD. v. SHYAM MADANMOHAN RUJA [CHELAMESWAR, J.] notice declare in writing that it is willing and able to participate in the planned business, MGG is free to proceed with this business on its own. However, MGG will give due consideration to the interest ofGGL being its group company. Such new business which MGG undertakes
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