15.12.2023 + CS(COMM) 166/2023 SHASHVAT NAKRANI

IA No. 5683/2023 in CS(COMM) 166/2023 Page 1 of 39

$~J-4

* IN THE HIGH COURT OF DELHI AT NEW DELHI

Pronounced on: 15.12.2023

+ CS(COMM) 166/2023

SHASHVAT NAKRANI ..... Plaintiff

Through: Mr. Jayant Mehta, Sr. Adv. alongwith

Mr. Raghavendra M. Bajaj, Mr.

Sidhant Goel, Mr. Mohit Goel, Ms.

Garima Bajaj, Mr. Nikhil Bamal, Mr.

Agnish Aditya, Mr. Kumar Karan,

Mr. Shagun Agarwal, Mr. Deepankar

Mishra, Mr. Karmanya Dev Sharma

and Ms. Ayushi Kumar, Advs.

versus

ASHNEER GROVER ..... Defendant

Through: Mr. Giriraj Subramanium, Mr.

Shonak Sharma, Mr. Simarpal Singh

Sawhney, Mr. Siddhant Juyal and Ms.

Urvashi Singh, Advs.

CORAM:

HON'BLE MR. JUSTICE SACHIN DATTA

JUDGMENT

IA No. 5683/2023 (on behalf of the plaintiff under Order XXXIX Rule 1

and 2 of the Code of Civil Procedure, 1908, read with Section 151 of the

Code of Civil Procedure, 1908, for ad interim ex-parte injunction)

1. The present suit has been filed by the plaintiff seeking (i) a

declaration that the (alleged) oral agreement entered into between the

plaintiff and defendant on 02.07.2018 (“Agreement”) in respect of the

plaintiff’s (then) Two Thousand Four Hundred and Forty Seven (2,447)

equity shares in Resilient Innovations Private Limited (“RIPL”), which, as a

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 2 of 39

result of a share-split and a bonus share issue, today stand at Twenty Seven

Thousand Six Hundred and Twenty Seven (27,627) equity shares

(hereinafter, the “plaintiff's shares”), stands rescinded and terminated in

accordance with law and contract, and consequently has become void.

2. The plaintiff has further sought a declaration that “Form SH-4”, dated

02.07.2028 (hereinafter, the “Form SH-4”), executed by the plaintiff in

favour of the defendant pursuant to the Agreement be declared to be void

and liable to be cancelled; and a further declaration that the plaintiff

continues to be the owner of the plaintiff’s shares, together with all rights

that accrue in respect thereof. The plaintiff has also sought permanent

prohibitory injunctions restraining the defendant (including his attorneys,

assigns, successors-in-interest, agents, authorized persons or anyone acting

for and/or on his behalf) from alienating, transferring, selling, creating any

encumbrance, third-party rights or any other interest of any kind whatsoever

in the plaintiff’s shares, or otherwise dealing with the plaintiff’s shares in

any manner whatsoever; restraining the defendant from exercising any rights

of any kind whatsoever in respect of the plaintiff’s shares; and restraining

the defendant from (wrongly) professing, or claiming to be, the owner of the

plaintiff’s shares amongst the public at large in any manner whatsoever.

Alternative relief seeking compensation and damages has also been claimed

by the plaintiff.

3. Alongwith the suit, the plaintiff has also filed an application under

Order XXXIX Rule 1 and 2 of the Code of Civil Procedure, 1908, inter alia,

seeking as follows :-

―a) An interim injunction restraining the defendant, including his

attorneys, assigns, successors-in-interest, agents, authorized persons or

anyone acting for and/or on his behalf, from alienating, transferring,

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 3 of 39

selling, creating any encumbrance, third-party rights or any other

interest of any kind whatsoever in the Plaintiff's Shares, or otherwise

dealing with the Plaintiff's Shares in any manner whatsoever;

b) An interim injunction restraining the Defendant, including his

attorneys, assigns, successors-in-interest, agents, authorized persons or

anyone acting for and/or on his behalf, from exercising any rights of any

kind whatsoever in respect of the Plaintiff's Shares;

c) An interim injunction restraining the Defendant, including his

attorneys, assigns, successors-in-interest, agents, authorized persons or

anyone acting for and/or on his behalf, from (wrongly) professing, or

claiming to be, the owner of the Plaintiff's Shares amongst the public at

large in any manner whatsoever;

d) It is further respectfully prayed that in view of the facts and

circumstances of the present case and in the interest of justice and public

interest, an ex parte order in the aforementioned terms may kindly be

granted; and

e) Any further order that the Hon'ble Court may deem fit in the interest of

justice.‖

4. The factual background in the context of which the present suit

alongwith the aforesaid instant IA No.5683/2023 has been filed, is briefly

enumerated hereunder.

5. In August 2016, the plaintiff and Mr. Bhavik Koladiya are stated to

have established “M/s EZY Services”, a partnership firm, in which the

plaintiff had 40% shares and Mr. Bhavik Koladiya had 60% shares. It is

averred in the plaint that on 20.03.2018, in order to formalize the structure

of the business and to make the structure more investor friendly, the plaintiff

and Mr. Bhavik Koladiya, jointly founded and incorporated “RIPL” as a

private limited company with an equal shareholding of 5000 equity shares

each. M/s EZY Services is stated to have assigned all rights, title and

interest, together with goodwill in its brand “BharatPe” to RIPL. It is stated

that in May 2018, the defendant was hired as a CEO of RIPL. It is averred in

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 4 of 39

the plaint as follows:-

―12. It was agreed that the Plaintiff would transfer to the Defendant

Two Thousand Four Hundred and Forty-Seven (2,447 ) equity shares

in RIPL, together with all rights attached to them ( already defined in

the Plaint as the "Plaintiff's Shares"), for Rupees Ten (INR 10) per

equity share, payable as consideration. This would translate into a total

consideration of Rupees Twenty-Four Thousand Four Hundred and

Seventy (INR 24,470) (hereinafter, the "Purchase Consideration") for

Twenty-Four Point Four Seven Percent (24.47%) shares in RIPL (this

agreement is already defined in the Plaint as the "Agreement"). It was

also decided that Mr. Koladiya would transfer to the Defendant Seven

Hundred and Forty-Five (745) equity shares in RIPL, together with all

rights attached to them, for Rupees Ten (INR 10) per equity share,

payable as consideration, which would translate into a total

consideration of Rupees Seven Thousand Four Hundred and Fifty (INR

7450) for Seven Point Four Five Percent (7.45%) shares in RIPL.

13. Accordingly, pursuant to the Agreement, on 02 July 2018, the

Plaintiff executed a Form SH-4 in favour of the Defendant in respect of

the Plaintiff‘s Shares. However, the Defendant did not pay the Purchase

Consideration to the Plaintiff by any mode, including by way of cash, in

any form or manner.

14. Details of the Plaintiff‘s Shares are provided below :

DETAILS OF SALE SHARES

Folio

Number of

Shares

Class of

Sale

Shares

Distinctive

Number of

Sale Shares

02

Equity

Shares

7,554 to

10,000

6. It is averred that pursuant to the Agreement dated 02.07.2018, the

plaintiff executed the statutorily prescribed “Form SH-4” in favour of the

defendant in respect of the plaintiff’s shares. However, while executing

“Form SH-4”, dated 02.07.2018, the plaintiff did not receive the purchase

consideration from the defendant by any mode, including by way of cash or

in any form or manner, even though the standard form of the statutorily

prescribed “Form SH-4” reflected payment of consideration under the

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 5 of 39

column titled “consideration received”. A copy of the “Form SH-4” stated to

have been executed on 02.07.2018, has been filed alongwith the documents

accompanying the plaint and is reproduced hereunder:-

“Form No. SH-4

Securities Transfer Form

[Pursuant to section 56 of the Companies Act, 2013 and sub-rule (1) of rule 11 of the Companies (Share

Capital and Debentures) Rules 2014]

Date of Execution 02/07/2018

FOR THE CONSIDERATION stated below the ―Transferor(s)‖ named do hereby transfer to the

―Transferee(s)‖ named the securities specified below subject to the conditions on which the said securities

are now held by the transferor(s) and the Transferee(s) do hereby agree to accept and hold the said

securities subject to the conditions aforesaid.

CIN: (not legible)

Name of Company (in full): Resilient Innovations Private Limited

Name of the Stock Exchange where the company is listed, if Not applicable

any:

DESCRIPTION OF SECURITIES

Kind/Class of

Securities

(1)

Nominal Value of each

unit of security (2)

Amount called up per unit

of security (3)

Amount paid up per

unit of security (4)

Equity Shares

Rs.10/-

Rs. 10/-

No. of Securities being transferred

Consideration received (Rs.)

In figures

In words

In figures

2447

Two Thousand Four

Hundred Forty Seven

Rupees Twenty Four

Thousand Four Hundred

Seventy Only

Rs. 24, 470/-

Distinctive

Number

From

7554

To

10000

Corresponding Certificate No.

Transferor‘s Particulars:-

Registered Folio No.

02

Sr. No.

Name(s) in full

Signature(s)

1.

Shashvat Munsukhbhai Nakrani

Sd/-

I, hereby confirm that the Transferor has signed before me.

Signature of witness

Name and address

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 6 of 39

Transferee‘s Particulars:-

Name in

Full

Father‘s/

Mother‘s/

Spouse Name

Address & Email Id

Occupation

Existing Folio No,

if any

Signature

1.

2

3

4

5

6

Mr. Ashneer

Grover

Mr. Ashok

Grover

B-1/36, 2

nd

Floor,

Malviya Nagar,

New Delhi –

110017

Ashneergrover@gm

ail.com

Business

NA

Sd/-

Folio No. of Transferee: 03 Specimen Signature of Transferee

1 sd/-

2 sd/-

3 sd/-

Value of stamp affixed

Enclosures.

(1)Certificate of shares or debentures or other Securities‖

7. It is averred that although the aforesaid “Form SH-4” expressly

mentions the amount of purchase consideration under the column titled

“consideration received”, as a matter of fact, the plaintiff did not, receive

such consideration.

8. It was submitted that the defendant represented and assured the

plaintiff that the defendant would pay the purchase consideration in due

course. The suit proceeds on the basis that since the purchase consideration

was not paid, the property/title in the plaintiff’s shares did not pass on to the

defendant; consequently, the plaintiff purports to treat the aforesaid

transaction as repudiated.

9. In support of his contention that the purchase consideration was not

paid, the plaintiff has sought to file the bank statement of all the plaintiff’s

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 7 of 39

accounts in which the defendant could have paid the purchase consideration.

10. In the above background, the plaintiff purported to exercise its rights

to rescind and terminate the aforesaid agreement and treat “Form SH-4”

dated 02.07.2018 as cancelled and issued a “Rescission and Termination

Notice” dated 18.03.2023. In the said notice, it has been stated as under:-

―Raghavendra Mohan Bajaj D-256, LGF, Defence

Advocate Colony, New Delhi-110024.

Garima Bajaj Email: raghavendram[email protected]

Advocate on Record Mobile No. 9810248083

Office No. 011-40159656 & 9810048083

Office email: off.rmb@gmail.com

By Email, Courier, Speed Post and WhatsApp

To 18

th

March 2023

Mr. Ashneer Grover

N-114, Second Floor,

Panchsheel Park, New Delhi-110017

Email Address: ashneer.grover@icloud.com and ashneer.grover@gmail.com

Phone Number: 9560024869

Re: Notice for Rescission and Termination of the agreement,

dated 02 July 2018 on behalf of Mr. Shashvat Nakrani.

Dear Mr. Grover:

We write on behalf of, and under instructions from, our Client, Mr.

Shashvat Nakrani (hereinafter, ―our Client‖), with reference to the agreement

entered into (―Agreement‖) between our Client and you on 02 July 2018 in

respect of sale/purchase of our Client‘s (then) Two Thousand Four Hundred

and Forty Seven (2,447) equity shares in Resilient Innovations Private Limited

("RIPL"), which, as a result of a share-split and a bonμs share issue, today

stand at Twenty Seven Thousand Six Hundred and Twenty Seven (27,627)

equity shares (hereinafter, "our Client's Shares"). For the purpose of fixing

consideration under the Agreement, each of our Client's Shares were valued at

Rupees Ten (INR 10); thereby making the aggregate consideration payable

under the Agreement for our Client's Shares as Rupees Twenty Four Thousand

Four Hundred and Seventy (INR 24,470) (hereinafter, the ―Purchase

Consideration‖).

Pursuant to the Agreement, our Client performed his obligations in

their entirety on 02 July 2018 by executing the necessary forms, namely, Form

No.SH-4 (Securities Transfer Form), dated 02 July 2018, to give effect to the

transaction in respect of our Client's Shares in your favour, believing in good

faith that you would pay the Purchase Consideration to our Client. However,

without having paid the Purchase Consideration to our Client, you took

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 8 of 39

advantage of our Client's performance of all his obligations under the

Agreement, and got your name recorded in the register of share transfer, and

register of members, of RIPL in respect of our Client's Shares.

Since the execution of the Agreement, and having taken advantage of

our Client having signed the Form SH-4, you have failed to pay to our Client

the Purchase Consideration for our Client's Shares by any mode. This is despite

the fact that the payment of the consideration is a condition of any such

agreement, and that too, a concurrent condition. You have even failed to pay

the Purchase Consideration to our Client within a reasonable period of time

after the Agreement was entered into. The Purchase Consideration remains

unpaid even as on date.

You have made multiple representations and statements in public

asserting ownership and title over our Client's Shares despite not having made

payment of the Purchase Consideration to our Client. In your statements, you

have not even acknowledged or recognized any obligation towards our Client

under the Agreement, or otherwise. Similar statements have thereafter been

made by you in your book, titled 'Doglapan' that was made available to the

public in the month of December 2022.

In view of the complete and substantial failure on your part to pay the

Purchase Consideration under law, property/title in our Client's Shares has not

passed on to you, notwithstanding the execution of the Form SH-4, dated 02

July 2018. Further, the false statements being made by you in public about your

title and ownership of our Client's Shares, as stated above, evidence a complete

refusal by you to pay the Purchase Consideration. You have also disabled

yourself from performing the Agreement.

Accordingly, our Client, with immediate effect, hereby rescinds and

terminates the Agreement because of your fundamental breach, non-

performance and repudiation of the Agreement, which goes to the root of the

Agreement.

As a result of the above, the Form SH-4, dated 02 July 2018, is void,

given that property/title over our Client‘s Shares never stood transferred to you.

Thus, the Form SH-4, dated 02 July 2018, is liable to be declared as such.

Accordingly, our Client continues to be the legal and beneficial owner of our

Client's Shares together with all rights that have accrued in respect of our

Client's Shares. You are liable to restore to our Client the advantage that you

have gained under the Agreement. This includes recording of ownership over

our Client's Shares, together with all rights attached to them, by RIPL in its

records as well as in the records of the appropriate authorities. Our Client is

also entitled to all other rights that may get attached with our Client‘s Shares

from time to time.

Consequentially, our Client also seeks and demands that you cease and

desist from(a) alienating, transferring, selling, creating any encumbrance,

third-party rights or any other interest of any kind whatsoever in our Client's

Shares, or otherwise dealing with our Client's Shares in any manner

whatsoever, (b) exercising any right of any kind whatsoever in respect of our

Client's Shares, and (c) wrongly professing, or claiming to be, the owner of our

Client's Shares amongst the public at large in any manner whatsoever. Our

Client further reserves his right to alternatively claim compensatory damages

arising out of your fundamental breach, non-performance and repudiation of

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 9 of 39

the Agreement, on account of which the Agreement has been rescinded and

terminated by our Client, and has become void.

All rights are reserved.

Yours sincerely,

Raghavendra Mohan Bajaj and Garima Bajaj

(Advocates)

Email: raghavendrambajaj@gmail.com‖

11. The defendant replied to the aforesaid termination notice on

19.03.2023, stating as under :-

―3. That it would appear that your Client has not placed the correct facts

before you and further your Client appears to be mistaken with respect to

the position of law. In response to the misconceived and obfuscating

contents of your Notice dated 18

th

March 2023; I wish to place the

correct sequence of events and position of law before you and your

Client;

i. That on the execution of the agreement dated 2

nd

July 2018 in

respect to the sale and/or purchase of Two Thousand Four Hundred

Forty Seven (2,447) equity shares of your Client in M/s. Resilient

Innovations Private Limited (hereinafter referred to as ―subject equity

shares‖) in favor of my Client, the consideration amount of INR

Twenty Four Thousand Four Hundred and Seventy (INR 24,470/-)

(hereinafter, referred to as ―consideration‖) was then and there paid

in cash by my Client to your Client.‖

12. In the above background, the present suit came to be filed seeking the

above mentioned prayer(s).

13. The defendant has filed a written statement, wherein, it has been

averred as under :-

―11.It is humbly submitted that out of the three thousand one hundred

and ninety-two (3,192) equity shares, the Plaintiff and the Defendant

orally agreed on 02 July 2018 that the Plaintiff would transfer to the

Defendant two thousand four hundred and forty-seven (2,447) to them for

Rupees Ten (INR 10) per equity share, payable as consideration. That

this translated into a total consideration of Rupees Twenty-Four

Thousand Four Hundred and Seventy (INR 24,470) (hereinafter, the

"Purchase Consideration") for Twenty- Four Point Four Seven Percent

(24.47%) shares in RIPL (this agreement is defined as the "Agreement").

That remaining equity shares were transferred by Mr. Koladiya by way

of a separate agreement between him and the Defendant which is not a

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 10 of 39

part of the present dispute.

12.That pursuant to the Agreement, the Plaintiff admittedly executed a

Form SH-4 in favour of the Defendant in respect of the Plaintiff‘s shares

Two Thousand Four Hundred and Forty Seven (2,447) equity shares in

RIPL. It is submitted that the Defendant paid the purchase consideration

in cash then and there to the Plaintiff in pursuance of the agreement

dated 02 July 2018.

13.It is humbly submitted that after almost 5 years the Plaintiff has come

up with this bogus and baseless suit on the ground that the Defendant did

not pay the purchase consideration in lieu of the equity shares

transferred by him to the Defendant. However, the Plaintiff has failed to

attach even one document in the present Plaint wherein the Plaintiff has

demanded the payment of the purchase consideration from the Defendant

evincing the fact that the purchase consideration had already been paid

to the Plaintiff by the Defendant.

14.It is humbly submitted that the entire suit of the Plaintiff falls flat on

this ground alone that the purchase consideration had already been paid

by the Defendant and now the Plaintiff is perjuring himself by making a

clearly false averment that the purchase consideration was not paid to

him. That to demonstrate the same, the Defendant seeks to rely upon the

Plaint filed by the Company i.e. RIPL against the Defendant and his

family members in the matter captioned as ―Resilient Innovations Private

Limited v. Madhuri Jain Grover and Ors.‖ bearing CS (OS) No. 771 of

2022 pending before this Hon‘ble Court. It is pertinent to mention herein

that the above captioned suit has been filed under the affidavit of the

Plaintiff acting as the Authorised Representative of the Company.

15.It is submitted that the Para No. 9 of the above mentioned suit filed by

RIPL under affidavit of the Plaintiff herein clearly states that ―Defendant

No. 2‘s association with the Plaintiff began on 2 July 2018, when he

became a shareholder of the Plaintiff by contributing a paltry sum of INR

31,920 against which he was transferred 3,192 shares in the Plaintiff

company.‖ For clarity, it is submitted that the Defendant had paid INR

24,470 to the Plaintiff herein for transfer of his 2,447 equity shares for

INR 10 per equity share as consideration and similarly, the Defendant

has paid INR 7,450 to Mr. Koladiya for transfer of his 745 equity shares

for INR 10 per equity share as consideration cumulatively amounting

INR 31,920 for transfer of 3,192 shares in the Company.

16.It is humbly submitted that this leads to the inexorable conclusion that

the Plaintiff had admittedly been paid the purchase consideration by the

Defendant as admitted by the Plaintiff himself. Hence under no

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 11 of 39

circumstances can the Plaintiff now claim that the purchase

consideration had not been paid by the Defendant when in another suit

pending before this Hon‘ble Court the Plaintiff, as an authorised

representative of the Company, has claimed and affirmed that the

Defendant had in fact ―contributed‖ a paltry sum on INR 31,920 to

become a shareholder of the Company, the said statement has been

reaffirmed by the Plaintiff in his Replication(supported by the duly

affirmed affidavit of the Plaintiff) to the Written Statement filed by the

Defendant herein. That the relevant para of the Suit captioned as

―Resilient Innovations Private Limited v. Madhuri Jain Grover and

Ors.‖ bearing CS (OS) No. 771 of 2022 has been reproduced below for

the kind consideration of this Hon‘ble Court:

―9. Defendant No. 2‘s association with the Plaintiff began on 2 July

2018, when he became a shareholder of the Plaintiff by contributing a

paltry sum of INR 31,920 against which he was transferred 3,192

shares in the Plaintiff company. On 5 November 2018, Defendant No.

2 was appointed as a Director of the Plaintiff. On 12 December 2018,

he was appointed as the CEO of the Plaintiff pursuant to an

Employment Agreement dated 12 December 2018 (―2018 Employment

Agreement‖). The 2018 Employment Agreement provides that

Defendant No. 2 would be responsible for primarily leading and

directing the management of the Plaintiff, with substantial control

over its key operational decisions, subject to the overall supervision of

the Board.‖

(Emphasis Supplied)‖

14. It is further averred in the written statement that the plaintiff has

executed multiple agreements, including agreements where RIPL had raised

investments, acknowledging that the subject equity shares stand transferred

in favour of the defendant.

15. It is therefore submitted that the plaintiff is estopped from denying the

shareholding of the defendant and the binding nature of the agreement dated

02.07.2018. It is emphasized that the plaintiff itself was a signatory to the

said agreements. The details of the same are set out in the written statement

as under :-

“21. ..........

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 12 of 39

S. No.

Date

Particulars

1

22

nd

July 2018

Share subscription and shareholder‘s agreement

between Resilient Innovations Pvt. Ltd., Ashneer

Grover, Bhavik Koladia, SashvatNakrani, Vibha

Paul Rishi and SAAM Partners LLP

2

13

th

Oct 2018

Share subscription and shareholder‘s agreement

between Resilient Innovations Pvt. Ltd.,

promoters, other existing shareholders and

BEENEXT2 PTE. Ltd.

3

12

th

Dec 2018

Subscription and Shareholders‘ Agreement

Between Resilient Innovations Private Limited

and BEENEXT2 PTE. Ltd. and SciInvestments VI

and Sequoia Capital India Trust and the Persons

listed in Schedule I And The Persons listed in

Schedule II

4

25

th

Feb 2019

Subscription agreement and addendum to share

subscription and shareholders‘ agreement

5

22

nd

March 2019

Share subscription agreement by and amongst

Resilient Innovations Private Limited, Ashneer

Grover, Shashvat Mansukhbhai Nakrani and

Grace Software Holdings, L.P.

6

28

th

March 2019

Shareholders' Agreement by and amongst

Resilient Innovations private limited, Ashneer

Grover, Shashvat Mansukhbhai Nakrani, persons

whose names are listed inschedule 1 (other

existing shareholders), Grace Software Holdings,

L.P., Beenext2 PTE. Ltd., Sci Investments VI and

Sequoia Capital India Trust.

7

15

th

August 2019

Share Subscription Agreement by and amongst

Resilient Innovations private limited, Ashneer

Grover, Shashvat Mansukhbhai Nakrani,

Beenext2 PTE. Ltd., Sci Investments VI, Redwood

Trust, Grace Software Holdings, L.P., Ribbit

Cayman in Holdings V, Ltd., Steadview

CapitalMauritius Limited and ABG Capital.

8

15

th

August 2019

Shareholders Agreement by and amongst

Resilient Innovations private limited, Ashneer

Grover, Shashvat Mansukhbhai Nakrani, persons

whose names are listed in schedule 1 (other

existing shareholders), Beenext2 PTE. Ltd., Sci

Investments VI, Redwood Trust, Grace Software

Holdings, L.P., Ribbit Cayman in Holdings V,

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 13 of 39

Ltd., Steadview Capital Mauritius Limited and

ABG Capital.

9

13

th

Feb 2020

Amended and Restated Shareholders‘ Agreement

by and amongst Resilient Innovations private

limited, Ashneer Grover, Shashvat Mansukhbhai

Nakrani, persons whose names are listed in

schedule 1 (other existing shareholders),

Beenext2 PTE. Ltd., Sci Investments VI, Redwood

Trust, Grace Software Holdings, L.P., Ribbit

Cayman in Holdings V, Ltd., Steadview Capital

Mauritius Limited, ABG Capital, Coatue pe Asia

27 LLC, Amplo Opportunities I, L.P. and Amplo

II, L.P.

10

13

th

Feb 2020

Share Subscription Agreement by and amongst

Resilient Innovations private limited, Ashneer

Grover, Shashvat Mansukhbhai Nakrani, Grace

Software Holdings, L.P., Ribbit Cayman in

Holdings V, Ltd., Steadview Capital Mauritius

Limited, ABG Capital, Coatue pe Asia 27 LLC,

Amplo Opportunities I, L.P. and Amplo II, L.P.

11

10

th

Feb 2021

Amended and Restated Shareholders‘ Agreement

by and amongst Resilient Innovations private

limited, Ashneer Grover, Shashvat Mansukhbhai

Nakrani, persons whose names are listed in

schedule 1 (other existing shareholders),

Beenext2 PTE. Ltd., Beenext Accelerate Fund

PTE. Ltd., Sci Investments VI, Redwood Trust,

Grace Software Holdings, L.P., Ribbit Cayman in

Holdings V, Ltd., Steadview Capital Mauritius

Limited, ABG Capital, Steadview Capital

Opportunities PCC Cell 0121-004,Coatue PE

Asia 27 LLC, Coatue PE Asia 46 LLC, Amplo

Opportunities I, L.P. and Amplo II, L.P.

12

10

th

Feb 2021

Share Subscription Agreement by and amongst

Resilient Innovations private limited, Ashneer

Grover, Shashvat Mansukhbhai Nakrani, Beenext

Accelerate Fund PTE. Ltd., Grace Software

Holdings, L.P., Ribbit Cayman in Holdings V,

Ltd., Steadview Capital Mauritius Limited,

Coatue PE Asia 27 LLC, Coatue PE Asia 46 LLC,

Amplo Opportunities I, L.P. and Amplo II, L.P.

13

10

th

Feb 2021

Share Purchase Agreement by and between

Coatue PE Asia 27 LLC, Coatue PE Asia 46 LLC,

Persons Listed in Schedule IV of this Agreement

(Sellers) and Resilient Innovations private

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 14 of 39

limited.

14

4

th

Aug 2021

Share Subscription Agreement by and amongst

Resilient Innovations private limited, Ashneer

Grover, Shashvat Mansukhbhai Nakrani, Sequoia

Capital Global Growth Fund III – Endurance

Partners L.P, BP-E Ribbit Opportunity V LLC,

Coatue PE Asia 62 LLC, Amplo Opportunities I

L.P., Amplo II, L.P., Internet Fund VII. PTE. Ltd.,

DF International Partners II LLC, DF

International Partners V LLC, SFSPVI LTD. and

IP X Resilient, Ltd.

15

4

th

Aug 2021

Amended and Restated Shareholders‘ Agreement

by and amongst Resilient Innovations private

limited, Ashneer Grover, Shashvat Mansukhbhai

Nakrani, Beenext2 PTE. Ltd., Beenext Accelerate

Fund PTE. Ltd., Sci Investments VI, Redwood

Trust, Sequoia Capital Global Growth Fund III –

Endurance Partners, L.P, Grace Software

Holdings, L.P., IP X Resilient, Ltd, Ribbit

Cayman IN Holdings V, Ltd., BP-E Ribbit

Opportunity V LLC, Steadview Capital Mauritius

Limited, ABG Capital, Steadview Capital

Opportunities PCC Cell 0121-004, Coatue PE

Asia 27 LLC, Coatue PE Asia 46 LLC, Coatue PE

Asia 62 LLC, Amplo Opportunities I, L.P., Amplo

II, L.P., Internet Fund VII PTE. Ltd, SFSPVI Ltd.,

DF International Partners II, LLC and DF

International Partners V, LLC.

16

6

th

Aug 2021

Share Purchase Agreement by and between

Coatue PE Asia 62 LLC, Persons Listed in

Schedule IV of this Agreement (Sellers) and

Resilient Innovations private limited.

16. The written statement also draws attention to the minutes of board

meeting of RIPL dated 02

nd

July, 2018, which states as follows :-

―RESILIENT INNOVATIONS PVT LTD

CIN: U74999DL2018PTC331205

Regd. Address: 90/20, Malviya Nagar, New Delhi – 110017, India.

Email: [email protected], Phone No.: +91-8980358300

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE

BOARD OF DIRECTORS OF RESILIENT INNOVATIONS PRIVATE

LIMITED IN THEIR MEETING HELD AT REGISTERED OFFICE OF

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 15 of 39

THE COMPANY AT 90/20, MALVIYA NAGAR, NEW DELHI – 110017

ON MONDAY, 2

nd

DAY OF JULY, 2018 AT 11:00 AM.

TRANSFER OF EQUITY SHARES(S)

RESOLVED THAT pursuant to applicable provisions of the Articles of

Association of the Company, in view of receipt of the duly signed letter of

intent to transfer & signed share transfer form of Mr. Shashvat

Mansukhbhai Nakrani for effectuating the transfer of 2447 Equity Shares

of the Company having a face value of Rs. 10/-, the transfer of 2447

Equity Shares having a face value of Rs. 10/- each in the Company by

Mr. Shashvat Mansukhbhai Nakrani to Mr. Ashneer Grover, be and is

hereby approved and taken on record.

RESOLVED FURTHER THAT the Directors of the Company, be and are

hereby severally authorized to take all necessary actions to ensure that

the transfer of the above said equity shares of the Company is completed

including endorsing the transfer on the original share certificate in

favour of Mr. Ashneer Grover.‖

FOR RESILIENT INNOVATIONS PIVATE LIMITED

-------------------------

-sd-

BHAVIK KOLADIYA

DIRCTOR

DIN: 08090416

ADDRESS: 3B, SIDSAR ROAD, KAMINIYA NAGAR,

ADHEWADA BHAVNAGAR, TAKHTESHWAR,

GUJARAT 364002‖

17. It is further averred in the written statement that in the above

circumstances, the transaction in question conforms to Section 20 of the Sale

of Goods Act and the property in the concerned goods (shares) stood

transferred to the defendant inasmuch as the contract in question was (i) an

unconditional contract (ii) in respect of specific goods; (iii) the said goods

were in a deliverable state.

18. It is averred that even the plaintiff’s version conforms to Section 20 of

the Sale of Goods Act, 1930. It is consequently averred that the reliefs

sought by the plaintiff are contrary to the Sale of Goods Act, 1930 and the

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 16 of 39

plaintiff has lost his right of lien in respect of the shares in question.

Submissions of the respective Counsel

19. In the above background, learned senior counsel for the plaintiff has

primarily contended that the title in the goods (shares) was not transferred to

the defendant on account of non-payment of sale consideration. Reference is

made on the various provisions of the Sale of Goods Act, 1930 (“SOGA”) to

contend that “payment of price”, like “delivery of goods” is a statutory

condition of any contract of sale, notwithstanding whether the same is a

contractual condition.

20. It is further emphasized that for determining whether the property in

goods has passed, the terms of contract have to be given precedence.

Reliance has been placed on Section 12(2) of the Sale of Goods Act to

contend that since there has been a breach of condition of contract of sale,

which is essential to the main purpose of the contract, the same gives a right

to the innocent party to treat the contract as repudiated.

21. It is further contended that if the condition of the payment of price is

breached by the buyer then the seller is an unpaid seller under Section 45 of

the Sale of Goods Act. It is contended that the remedies of an “unpaid

seller” whose property has not passed, are prescribed under Section 46(2) of

the Sale of Goods Act which provides for the specific remedies which are

“in addition to the other remedies”.

22. Reliance is also placed on Benjamin’s Sale of Goods

1

, in which it has

been stated as under:-

―Although the seller may have delivered the goods to the buyer, he may

be entitled to recover possession from the buyer under an express term of

the contract; or where, before the property in the goods has passed to the

1

11

th

Edition, paragraph 16-091

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 17 of 39

buyer, he justifiably terminates the contract on account of the buyer‘s

breach. When the buyer has possession of the goods but not the property

in them, he is the bailee of the seller who may be entitled, either under

the terms of the contract or under the ordinary law of contract, to

determine the bailment and demand the immediate return of the goods, if

the buyer commits a breach of his obligations under the contract… …‖

23. It is further contended that this remedy to seek return of goods is

otherwise also provided in Section 65 of the Indian Contract Act, 1872

(hereinafter, the “ICA”), which will also apply in view of Section 3 of

SOGA which states that the provisions of the ICA will apply, subject to

inconsistency with the SOGA. Once a contract, which is voidable at the

option of a party, has been rendered void, the consequences under Section

65 of ICA would ensue.

24. It is contended that the property in the plaintiff’s shares cannot get

transferred to the defendant without payment of the purchase consideration,

given that the initial agreement, pursuant to which the plaintiff’s shares were

to be transferred to the defendant, was an “agreement to sell”.

25. It is further submitted that the defendant has not filed any

document/material to dislodge any onus which lies on him to prove that the

cash was paid to the plaintiff “then and there”. As regards the execution of

Form SH-4, it is contended that “Form SH-4” (issued under Section 56 of

the Companies Act, 2013) is a prescribed standard form which by itself is

not proof of payment of cash, nor can it be said to be a receipt for cash

payment. Since it is a prescribed form, no person can alter its contents.

Therefore, even when consideration is not received, or is to be received on a

future date, even then the form will reflect the words “Consideration

Received”, although it may not have actually been received.

26. It is further contended that records of a company which are

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 18 of 39

maintained under the Companies Act, 2013, are not determinative in any

manner whatsoever of the title in shares.

27. Strong reliance is placed on Pawan Hans Helicopters v. Aes

Aerospace Ltd.

2

, to contend that the title of the shares has not passed to the

defendant.

28. It is further contended that the defendant’s averments regarding the

conduct of the plaintiff remain to be tested at trial and not at the present

stage, especially when there is no documentary proof produced by the

defendant to establish payment of purchase consideration to the plaintiff. It

is also submitted that in another suit filed by Mr. Bhavik Koladiya, in

respect of the transfer of his shares to the defendant, the defendant has given

undertaking that he will not, inter alia, deal with the disputed shares in any

manner whatsoever during the pendency of that case. It is submitted that the

plaintiff is seeking parity with the said order.

29. As regards the various shareholder agreements in which the defendant

has been shown to be a shareholder of the plaintiff’s shares, it is contended

that the said agreements do not give any representation to the third parties

with respect to the fact that the defendant is the legal owner of the shares in

question.

30. Finally, it is contended that irreparable injury shall be caused to the

plaintiff if the interim injunction as sought is not granted. It is contended

that the balance of convenience is in favour of the plaintiff.

31. Per contra, learned counsel for the defendant has also extensively

relied upon the various provisions of the Sale of Goods Act, 1930, to

contend that a stipulation as to the time of payment is generally not

2

2008 (103) DRJ 174

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 19 of 39

considered a condition essential to the main purpose of the Contract; it is

contended that the Sale of Goods Act is replete with Sections wherein the

rights of the parties to postpone payment or postpone delivery without the

postponement affecting passing of title is recognized.

32. It is submitted that the plaintiff has not been able to demonstrate how

a stipulation as to the time of payment of Rs. 24,470/- was essential to the

contract. It is further averred that the plaintiff’s own legal notice dated

18.03.2023 states that “You have even failed to pay the purchase

consideration to our Client within a reasonable period of time after the

agreement was entered into”. It is contended that this statement itself

demonstrates that the plaintiff had agreed to postpone the receipt of

consideration and hence the plaintiff’s contention that the stipulation with

respect to time of payment was a condition essential to the main purpose of

the contract, is clearly misconceived.

33. It is further submitted that the plaintiff not only executed “Form SH-

4” but also executed a series of documentation recognizing the rights of the

defendant. It is contended that the plaintiff never reserved any rights of

disposal whatsoever but rather assented to the unconditional appropriation of

the shares and further recognized the defendant as a member/shareholder on

the basis of the shares purchased by the defendant from the plaintiff; “Form

SH-4” dated 02.07.2018 acts as a “document of title to goods” as defined in

Section 2(4) of SOGA. This is why when a share transfer form is executed;

and also the transferee’s name is recorded in the register of shareholders;

then the inexorable conclusion is that the title of the shares has passed and

the delivery of the shares has taken place and that the transfer is complete.

Reliance is placed on the following observations in Howrah Trading

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 20 of 39

Company vs. CIT

3

:

“7. The position of a shareholder who gets dividend when his name

stands in the register of members of the company causes no difficulty

whatever. But transfers of shares are common, and they take place either

by a fully executed document such as was contemplated by Regulation 18

of Table A of the Indian Companies Act, 1913, or by what are known as

‗blank transfers‘. In such blank transfers, the name of the transferor is

entered, and the transfer deed signed by the transferor is handed over

with the share scrip to the transferee, who, if he so chooses, completes

the transfer by entering his name and then applying to the company to

register his name in place of the previous holder of the share. The

company recognises no person except one whose name is on the register

of members, upon whom alone calls for unpaid capital can be made and

to whom only the dividend declared by the company is legally payable.

Of course, between the transferor and the transferee, certain equities

arise even on the execution and handing over of a ‗blank transfer‘, and

among these equities is the right of the transferee to claim the dividend

declared and paid to the transferor who is treated as a trustee on behalf

of the transferee. These equities, however, do not touch the company, and

no claim by the transferee whose name is not in the register of members

can be made against the company, if the transferor retains the money in

his own hands and fails to pay it to him.‖

Reliance in this regard has also been placed on the judgement of the

Supreme Court in CIT vs. Bharat Nidhi Limited

4

and Maneckji Pestanji

Bharucha and Anr. vs. Wadilal Sarabhai and Co

5

.

34. It is contended that in the present case as can be seen from the

averments in the suit; the contract has been performed in its entirety; the

share transfer form namely Form SH-4 has been executed and further the

name of the defendant has been entered into the register of shareholders.

Hence, it is evident that the title to the shares had passed to the defendant. It

is further a settled principle of law specifically in the context of the transfer

of shares; where shares have been transferred (in the sense that the title to

3

AIR 1959 SC 775

4

1982 ILR 1 Del 64

5

1926Vol 94 1.C.824 (PC)

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 21 of 39

the shares have passed) and the consideration for such transfer has not been

paid; the only remedy available to the seller is that to sue for price.

34. The defendant also relies upon the series of agreements whereby the

plaintiff and the defendant sold their shareholding to external investors, in

which the defendant has been duly reflected to be a shareholder. It is

emphasized that there was no demur or protest whatsoever at any stage as

regards the shareholding of the defendant in the concerned company.

35. On the basis of the above, it is contended that the plaintiff has failed

to make out a prima facie case. It is further stated that the balance of

convenience is also not in favour of the plaintiff and it is in fact the

defendant who will suffer an irreparable loss, if any injunction was to be

granted to the plaintiff.

Analysis and Conclusion

36. Having considered the respective submissions made on behalf of the

parties, I find no merit in the case set up by the plaintiff for the purpose of

the reliefs sought in the present application. The reasons are enumerated

hereunder.

Documentation issued in respect of the transfer of shares to the

Defendant; delivery of the shares and the subsequent conduct of the

parties

37. It is the plaintiff/applicant’s own case in the plaint that it entered into

an agreement with the defendant for transfer of 2247 equity shares in RIPL

together with all rights attached to them (plaintiff’s shares) and to this end,

an agreement is stated to have been arrived at between the parties on

02.07.2018. On the same day, the plaintiff admittedly executed a “Form SH-

4” in favour of the defendant in respect of the plaintiff’s shares. The said

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 22 of 39

“Form SH-4”, as duly executed between the parties has been reproduced

hereinabove. A perusal of the same reveals that it clearly sets out the

distinctive number of shares, the full name and particulars of the transferor

and the transferee and details of the “consideration received”. The averment

made in the plaint to the effect that although in the duly executed “Form SH-

4”, consideration has been reflected to have been “received”, even though

the plaintiff had not, as a matter of fact, received such consideration, is in

utter contradiction to what is expressly recorded in the duly executed “Form

SH-4”.

38. It is notable that “Form SH-4” has been prescribed under the

Companies (Share Capital and Debentures) Rules, 2014. Rule 11 thereof

provides as under:-

―11. Instrument of transfer—

(1) An instrument of transfer of securities held in physical form shall be

in Form No. SH-4 and every instrument of transfer with the date of its

execution specified thereon shall be delivered to the company within sixty

days from the date of such execution.

(2) In the case of a company not having share capital, provisions of sub-

rule (1) shall apply as if the references therein to securities were

references instead to the interest of the members in the company.

(3) A company shall not register a transfer of partly paid shares, unless

the company has given a notice in Form No. SH-5 to the transferee and

the transferee has given no objection to the transfer within two weeks

from the date of receipt of the notice.‖

39. Thus, the information which is incorporated in “Form SH-4” is

statutorily mandated; there is also a statutory presumption that the correct

information has been mentioned.

40. It is also relevant to note that under Section 88 of the Companies Act,

2013 read with the Companies (Management and Administration) Rules,

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 23 of 39

2014, companies are obliged to maintain a register of members for each

class of equity shares. Under Rule 5(1) of the Companies (Management and

Administration) Rules, 2014, the entries in the registers maintained under

Section 88 of the Companies Act shall be made within 07 days after the

Board of Directors or its duly constituted committee approves the allotment

or transfer of shares/debentures or any other securities, as the case may be.

41. It is thus evident, that the transfer of shares in favour of the defendant

and the consequent entry/recordal of the defendant as a shareholder of the

concerned company was pursuant to approval by the Board of Directors or a

duly constituted committee of the said Board. The Board Resolution dated

02.07.2018, which was admittedly passed in the present case, has been

reproduced hereinabove.

42. It is also notable that Rule 3(1) and Rule 3(2) of the Companies

(Management and Administration) Rules, 2014, inter alia, provide as

under:-

“3. Register of members.-(1) Every company limited by shares shall,

from the date of its registration, maintain a register of its members in

Form No. MGT-1:‖

(2) In the case of a company not having share capital, the register of

members shall contain the following particulars, in respect of each

member, namely:-

(a) name of the member; address (registered office address in case the

member is a body corporate); e-mail address; Permanent Account

Number or CIN; Unique Identification Number, if any;

Father‘s/Mother‘s/Spouse‘s name; Occupation; Status; Nationality; in

case the member is a minor, name of the guardian and the date of birth

of the member; name and address of nominee;

(b) date of becoming member;

(c) date of cessation;

(d) amount of guarantee, if any;

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 24 of 39

(e) any other interest if any; and

(f) instructions, if any, given by the member with regard to sending of

notices etc:‖

43. It is not the plaintiff’s case that the defendant has not been reflected in

the register of members maintained by the concerned company in the

statutorily prescribed Form MGT-1 for the entire period after July 2018, till

date.

44. Further, Rule 8 of the Companies (Management and Administration)

Rules, 2014 provides as under:-

―8. Authentication.- (1) The entries in the registers maintained

under section 88 and index included therein shall be authenticated by the

Company Secretary of the company or by any other person authorised by

the Board for the purpose, and the date of the Board Resolution

authorising the same shall be mentioned.

(2) The entries in the foreign register shall be authenticated by the

Company Secretary of the company or person authorised by the Board by

appending his signature to each entry.‖

45. Thus, any entry in the register of shareholders of a company is

statutorily required to be authenticated in the manner prescribed in the

aforesaid rule. There is a statutory presumption that such authentication was

carried out in the present case, during which process, there is no plea of any

doubt being expressed or any objection being raised by the plaintiff or any

other person as to the inclusion of the defendant in the register of members

of the concerned company.

46. Thus, the transfer of shares in favour of the defendant and the

subsequent inclusion of the defendant in the register of members of the

plaintiff was pursuant to a statutorily recognised process. For the purpose of

the present application, there can be no presumption against the validity of

the transfer in favour of the defendant pursuant to a statutorily mandated

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 25 of 39

process, especially when the execution of “Form SH-4” by the plaintiff is

admitted and it is not the case of the either of the parties that the concerned

company has not adhered to the provisions of under the Companies

(Management and Administration) Rules, 2014 and the Companies (Share

Capital and Debentures) Rules, 2014.

47. The law regarding the manner of effectuating transfer of title of shares

is also no longer res integra and has been the subject matter of numerous

judicial pronouncements.

48. In Maneckji Pestonji Bharucha and Anr. v. Wadilal Sarabhai and

Co.

6

, the Privy Council was concerned with a situation where blank transfer

Forms had been executed by the registered holders of shares of a company.

In that context, it was observed by the Privy Council as under:-

“So soon, therefore, as Arajania, acting for Bharucha, handed Gora the

certificates and transfers and Gora accepted them and gave the cheque,

the goods became ascertained goods, the sale was complete and the

property passed. From that time onward Bharucha and Arajania could

only sue Gora on the cheque, or for the price of the shares unpaid in

respect that the cheque had not been honoured. They had no longer any

jus in re of the certificates and transfers. They had no statutory lien, for

they had parted with possession, and, consequently, as they had no

contract with Defendants Nos. 2 and 3, they could not sue them for

delivery of the shares, whether the Defendants had got good title as

against Gora or had not.”

49. The said judgment was cited with approval in Commissioner of

Income Tax, Delhi (Central) v. M/s. Bharat Nidhi Ltd., (1982) ILR

1Delhi64. In that case, the Court was concerned with the issue whether

transfer of shares could be effectuated without delivery of the shares and

without execution of a share transfer form. It was held in that case that for

the purpose of a valid transfer, there must be a valid transfer form, wherein

6

1926 Vol 94 1.C.824 (PC)

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 26 of 39

the shares must be specified by serial numbers. The Court noticed the

judgement of this Court in Seth R. Dalmia v. The Commissioner of

Income Tax- (1971) ILR 1 Delhi 30(4), wherein it was held that even

execution of blank transfer form would result in transfer of equitable

ownership of the shares, and that the transfer would be complete once the

name of the transferee is entered in the registers of the company. The

relevant observations in Bharat Nidhi (supra) are as under :

“6. Goods are moveable property in terms of Sale of Goods Act. When and at

what time a property can pass on to the buyer is laid down in Chapter III.

Section 19 provides that where there is a contract for the same of specific or

ascertained goods the property in them is transferred to the buyer at such time

as the parties to the contract intend it to be transferred; and for the purpose of

ascertaining the intention of the parties to the contract regard shall be had to

the conduct of the parties. Sub-section (2) of Section 19 elaborates that the

rules in Sections 20 to 24 are to be looked at for ascertaining the intention of

the parties as to the time at which the property in the goods is to pass to the

buyer. Section 21 provides that where there is a contract for the sale of specific

goods and the seller is bound to do something to the goods for the purpose of

putting them into a deliverable state the property does not pass unless such

thing is done and the buyer has notice thereof. The Tribunal has however, not

referred to Section 21 because according to it Section 20 which provides that if

there is an unconditional contract for the sale of specific goods in a deliverable

state the property in goods passes to the buyer when the contract is made, and

it is immaterial whether the time of payment of the price or time of delivery of

the goods, is postponed and opined that the mere fact that the payment was not

made on 5-2-1948 or that the delivery of shares was not made does not mean

that the property did not pass on to the buyers in Feburay, 1948. This however,

omits to notice that in terms of Section 21 unless shares were specified by

serial numbers which can be identified it cannot be said to be a contract for

sale of specified goods as contemplated by Section 21 of the Act, as they would

remain unascertained. See (1928 ILR 50 Allahabad 695 (1) A.W.

Domingo v. L.C. De Souza. It is by now well established that only a person

who is on the register is in full sense of word the owner of the share. But the

title to get on the register consists in possession of a certificate together with

transfer signed by the registered holder‖. Vide (AIR 1926 PC 38) (2) Maneckji

Pestonji Bharucha v. Wadilall Sarabhai & Company. An agreement to transfer

shares in a company accompanied with the actual instrument of transfer which

has not been completed so far as the transferor could complete it does not

amount to a transfer deed sufficient to cause title to pass. By itself it would be

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 27 of 39

nothing more than an enforceable agreement to convey and until the transfer

endorsement is signed the shares would be unascertained goods and would not

be in a deliverable state. Vide (AIR 1941 Madras 769) (3) Kuppiah

Chetty v. Saraswathi Ammal. In what circumstances legal ownership or

equitable ownership passes to the buyer has been the subject matter of good

deal of case law. But we need not dilate on this because almost a similar

matter raising these very points has been the subject matter of a decision of

this court namely ILR (1971) I Delhi 30 (4), Seth R. Dalmia v. Commissioner

of Income-Tax, which was very fairly and properly brought to our notice by the

counsel for the assessee, Mr. Bishamber Lal himself. In that case also the sale

was again by the present assessee Bharat Nidhi and was on the same terms as

in the present case. There also no money was paid at the time of entering into

agreement in February, 1948 nor were the shares transferred. It was

recognised by the assessee that under the Companies Act unless the shares are

registered with the company the person who is registered with the company

continues to be the owner and the company will not recognise the person as an

owner unless registration takes place. Realising this argument had been sought

to be raised that even if shares continued to be registered in the name of the

vendor (as in the present case undoubtedly the said shares continued to be

registered in the name of the assessee), as there was at least an unconditional

contract for sale of the beneficial ownership of the shares. The bench accepted

that equitable ownership could pass but held that the equitable ownership

shares can be transferred by the owner by signing a blank transfer form and

handing over the share scrips to the transferee. The bench observed:

―It would, therefore, follow that equitable ownership in shares can be

transferred by the owner by signing a blank transfer form and handing over

that transfer form alongwith the share scrips to the transferee. So far as the

company of which the shares are the subject matter of transfer is concerned,

it would not recognise the transferee as the owner of the shares till such

time as the transfer is registered and the name of the transferee is entered in

its registers as the owner of those shares. It would be only after his name is

entered in the registers of the company as owner of the shares that the

transferee would acquire legal ownership in the shares.‖ [R. Dalmia's

case (supra.)].

In the present case admittedly there is not even a suggestion that any transfer

forms or the share scrips were handedover to Mrs. Jain or Mr. Dalmia by the

assessee. The argument, therefore, that equitable ownership in the shares was

transferred to the assessee on 5-2-1948 must be repelled. That without the

specification of the shares the contract for sale for specific goods as

contemplated by Section 21 of the Sale of Goods Act cannot be held to be

complete was also accepted by the said Division Bench. We can find no

difference at all not only on the points of law but frankly more or less even on

the question of facts, between the instant case and the above case.”

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 28 of 39

50. Again, in Howrah Trading Co. Ltd. v. Commissioner of Income Tax,

Central, Calcutta

7

, it was, inter alia, held as under :-

―7. The position of a shareholder who gets dividend when his name

stands in the register of members of the company causes no difficulty

whatever. But transfers of shares are common, and they take place either

by a fully executed document such as was contemplated by Regulation 18

of Table A of the Indian Companies Act,1913, or by what are known as

‗blank transfers‘. In such blank transfers, the name of the transferor is

entered, and the transfer deed signed by the transferor is handed over

with the share scrip to the transferee,who, if he so chooses, completes the

transfer by entering his name and then applying to the company to

register his name in place of the previous holder of the share........‖

51. Thus, even in the case of a blank transfer form being executed, the

transferee is entitled to complete the transfer by entering his name and then

applying to the company to register his name in the name of a previous

holder of the shares. The present case stands on a much higher footing

inasmuch as the transfer of shares has been effectuated by following the

rigors prescribed in the Companies Act and the statutory Rules framed

thereunder. This has not been controverted in the plaint.

52. The subsequent conduct of the parties pursuant to the transfer is also

of vital importance in the present case inasmuch as after the transfer was

effectuated in favour of the defendant, in the ensuing years, a series of

agreements (16 in number) were entered into wherein the plaintiff and the

defendant sold their shareholdings to external investors. It has been

submitted by the learned counsel for the defendant that in respect of these 16

agreements, a sum of nearly Rs. 4500 crores (Rupees Four Thousand Five

Hundred Cores) was infused into the company. In addition, the plaintiff was

also paid a personal consideration of nearly Rs. 40 crores by various external

7

AIR 1959 SC 775

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 29 of 39

investors.

53. Admittedly, in all these agreements, to which both the plaintiff and

the defendant were parties, the defendant was represented to be as a

shareholder of the concerned company. It is completely untenable for the

plaintiff to suggest that the defendant was wrongly portrayed as a

shareholder in all these agreements or that the plaintiff was “induced” to

sign these agreements.

Position under the Sale of Goods Act, 1930

54. The contention on behalf of the plaintiff that the title in the concerned

shares never passed to the defendant on account of non-payment of

consideration and therefore it is permissible for the plaintiff, at this stage, to

“repudiate” the contract for sale of shares, is also liable to be rejected,

inasmuch as the same is contrary to the scheme of the Sale of Goods Act,

1930.

55. There is no quarrel with the proposition that title in goods (which

include shares) is transferred from the seller to the buyer only on sale of

goods. This position has been affirmed by the Supreme Court in Arihant

Udyog v. State of Rajasthan

8

, wherein it has been observed as under :

“19. Section 20 deals with a situation where specific goods are in a deliverable

state. In that case property in goods passes to the buyer when the contract is

made, even when time of payment of the price or the time of delivery of the

goods or both is postponed. In order that Section 20 is attracted, two

conditions have to be fulfilled: (i) the contract of sale is for specific goods

which are in a deliverable state; and (ii) the contract is an unconditional

contract. If these two conditions are satisfied, Section 20 becomes applicable

(see Shalimar Chemical Works Ltd. [Agricultural Market

Committee v. Shalimar Chemical Works Ltd., (1997) 5 SCC 516] ).

20. However, Section 21 is exception to Section 20 which states that where

there is a contract for sale of specific goods and the seller is bound to do

8

(2017) 8 SCC 220

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 30 of 39

something to the goods for the purpose of putting them into a deliverable state,

the property does not pass until such a thing is done and the buyer has notice

thereof. Likewise, Section 22 carves out another exception and mentions that

even when the specific goods are in a deliverable state but the seller is bound

to weigh, measure, test or do some other act or thing with reference to the

goods for the purpose of ascertaining the price, the property does not pass

until such act or thing is done and the buyer has notice thereof.

21. Section 23 deals with sale of uncertain goods and appropriation, with

which we are not concerned here. Likewise, Section 24 deals with a situation

where goods are sent on approval or ―on sale or return‖ basis, which is also

not relevant for our purposes.

“22. A conjoint reading of the aforesaid provisions makes it clear that title in

goods is transferred from the seller to the buyer only on the sale of goods. As

to when such a sale fructifies and the property passes is to be ascertained from

the intention of the parties having regard to the terms of the contract. If no

such intention can be gathered from the terms of the contract, the property in

goods passes where the goods are in a deliverable state and there is

unconditional contract for sale of specific goods.”

56. There is also no quarrel with the proposition that a contract of sale of

goods involves (i) transfer of property in the goods to the buyer, (ii)

payment of price/consideration by the buyer to the seller. Necessarily, these

are two ingredients of every contract/agreement for sale of goods.

57. However, the validity or existence of a valid contract for sale of goods

is not dispelled merely on account of the fact that time of payment of price

or the time of delivery of the goods, is postponed. This is evident from the

following provisions of the Sale of Goods Act:

“5. Contract of sale how made.—

(1) A contract of sale is made by an offer to buy or sell goods for a price and the

acceptance of such offer. The contract may provide for the immediate delivery of

the goods or immediate payment of the price or both, or for the delivery or

payment by instalments, or that the delivery or payment or both shall be

postponed.

(2) Subject to the provisions of any law for the time being in force, a contract of

sale may be made in writing or by word of mouth, or partly in writing and partly

by word of mouth or may be implied from the conduct of the parties.”

“11. Stipulations as to time.—

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 31 of 39

Unless a different intention appears from the terms of the contract, stipulations as

to time of payment are not deemed to be of the essence of a contract of sale.

Whether any other stipulation as to time is of the essence of the contract or not

depends on the terms of the contract.”

“19. Property passes when intended to pass.—

(1) Where there is a contract for the sale of specific or ascertained goods the

property in them is transferred to the buyer at such time as the parties to the

contract intend it to be transferred.

(2) For the purpose of ascertaining the intention of the parties regard shall be

had to the terms of the contract, the conduct of the parties and the circumstances

of the case.

(3) Unless a different intention appears, the rules contained in sections 20 to 24

are rules for ascertaining the intention of the parties as to the time at which the

property in the goods is to pass to the buyer.”

“20. Specific goods in a deliverable state.—

Where there is an unconditional contract for the sale of specific goods in a

deliverable state, the property in the goods passes to the buyer when the

contract is made, and it is immaterial whether the time of payment of the price

or the time of delivery of the goods, or both, is postponed.”

58. As such, although, payment of price to the seller is a mandatory

condition of any contract for sale of goods, a contract for sale of goods and

transfer of title can fructify even where the time of payment of price or the

time of delivery of goods, or both, is postponed. As such, the statutory

provisions repel the contention of the plaintiff that in the present case, non-

payment / postponement of the payment of the price by itself leads to the

inference that the contract of sale of shares in the present case did not

fructify.

59. Under the statutory framework, for the purpose of passing of title,

what is relevant is whether the contract for sale of goods has been

concluded, and it is immaterial whether the time of payment of price or the

time of delivery of goods or both is postponed.

60. The above position has also been affirmed in paragraphs 19-22 of the

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 32 of 39

judgement of the Supreme Court in Arihant Udyog v. State of

Rajasthan

9

(supra).

61. Thus, what is of relevance in the present case is the conclusion of the

contract for sale of shares and not whether payment or delivery or both have

been postponed or not. Once the contract for sale of shares is concluded, the

rights of an unpaid seller are circumscribed under Section 46 of the Sale of

Goods Act, which provides as under:-

―46. Unpaid seller’s rights.—

(1) Subject to the provisions of this Act and of any law for the time being in

force, notwithstanding that the property in the goods may have passed to the

buyer, the unpaid seller of goods, as such, has by implication of law—

(a) a lien on the goods for the price while he is in possession of them;

(b) in case of the insolvency of the buyer a right of stopping the goods in

transit after he has parted with the possession of them;

(c) a right of re-sale as limited by this Act.

(2) Where the property in goods has not passed to the buyer, the unpaid seller

has, in addition to his other remedies, a right of withholding delivery similar

to and co-extensive with his rights of lien and stoppage in transit where the

property has passed to the buyer.‖

62. Section 46 (1)(a) clarifies that an unpaid seller retains a lien on the

goods for the price “while he is in possession of them”. Admittedly, the

plaintiff in the present case is no longer in the possession of the shares, the

same having been delivered to the defendant pursuant to execution of “Form

SH-4”. Furthermore, Section 46(2) deals with a situation where property in

the goods has not passed to the buyer in terms of a contract of sale.

63. Section 47 of the Sales of Goods Act deals with the Seller’s lien and

provides as under:-

―47. Sellers lien:

9

supra

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 33 of 39

(1) Subject to the provisions of this Act, the unpaid seller of goods who is in

possession of them is entitled to retain possession of them until payment or tender

of the price in the following cases, namely:—

(a) where the goods have been sold without any stipulation as to credit;

(b) where the goods have been sold on credit, but the term of credit has expired;

(c) where the buyer becomes insolvent.

(2) The seller may exercise his right of lien notwithstanding that he is in

possession of the goods as agent or bailee for the buyer.‖

A bare perusal of the above provision makes it clear that the same is

applicable only when an unpaid seller is in the possession of the concerned

goods.

64. For the purpose of the present application, the contention of the

plaintiff is that title in the goods has not passed to the defendant despite the

fact that:

(i) the shares have been delivered to the Defendant ;

(ii) Form SH-4 was duly filled up and executed at the time when

the contract was entered into, specifically mentioning details of

“consideration received” and the particulars/ distinctive

numbers of the shares;

(iii) the recordal of transfer of shares in favour of the Defendant

stood completed in July 2018 itself pursuant to a Board

resolution passed by the concerned company, which was well

within the knowledge of the plaintiff.

(iv) the defendant’s ownership in respect of the shares has since

been reflected in numerous agreements with third parties to

which the plaintiff himself was a party.

65. Even assuming that a sum of Rs. 24,470/- was not paid at the time of

execution of Form SH-4 (as alleged), it is evident from the plaintiff’s own

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 34 of 39

legal notice dated 18.03.2023 that it agreed to postpone the receipt of

consideration. The said legal notice inter-alia, states ―you have even failed to

pay the purchase consideration to our client within a reasonable period of

time after the agreement was entered into.‖ As such, the factum of

postponement of receipt of sale consideration is admitted. The statutory

position (as set out hereinabove), and also noticed in Arihant Udyog (supra)

is clear to the effect that mere postponement of payment of price does not

dispel the existence of a valid contract of sale and passing of title

thereunder. At best, the plaintiff has a right to sue for the unpaid

consideration and/ or claim damages.

66. In Suraj Enterprises v. Official Liquidator of Wood Polymers Ltd.

10

,

it has been held as under:-

―37... The unpaid seller of goods loses his lien when he delivers the

goods and the buyer obtains lawful possession. Hence ―when the

vendor has given the buyer possession under the contract of sale all

his rights in the goods are completely gone; he must recover the price

exactly as he would recover any other debt (u), and has no longer any

claims on the goods sold superior to those of any other creditor. The

delivery and acceptance of possession complete the sale, and give the

buyer the absolute unqualified and indefeasible rights of property and

possession in the things sold, though the price be unpaid and the

buyer insolvent unless, indeed, the whole transaction is vitiated by

actual fraud ―(v).‖ Source: Pollock & Mulla — The Sale of Goods

Act, Fifth Edition.‖

67. The fact that the sale and transfer of shares stands concluded in the

present case is also evident from the fact that admittedly, there is no

reservation of right of disposal in favour of the seller of the goods (i.e. the

plaintiff). In this regard, reference would be apposite to Section 25 of the

10

(2005) 1 GCD 661

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 35 of 39

Sale of Goods Act,1930, which provides as under:-

―25. Reservation of right of disposal.—

(1) Where there is a contract for the sale of specific goods or where goods are

subsequently appropriated to the contract, the seller may, by the terms of the

contract or appropriation, reserve the right of disposal of the goods until certain

conditions are fulfilled. In such case, notwithstanding the delivery of the goods to

a buyer, or to a carrier or other bailee for the purpose of transmission to the

buyer, the property in the goods does not pass to the buyer until the conditions

imposed by the seller are fulfilled.

(2) Where goods are shipped or delivered to a railway administration for

carriage by railway and by the bill of lading or railway receipts, as the case may

be, the goods are deliverable to the order of the seller or his agent, the seller is

prima facie deemed to reserve the right of disposal.

(3) Where the seller of goods draws on the buyer for the price and transmits to

the buyer the bill of exchange together with the bill of lading or, as the case may

be, the railway receipt, to secure acceptance or payment of the bill of exchange,

the buyer is bound to return the bill of lading or the railway receipt if he does not

honour the bill of exchange; and, if he wrongfully retains the bill of lading or the

railway receipt, the property in the goods does not pass to him.

Explanation.—In this section, the expressions ―railway‖ and ―railway

administration‖ shall have the meanings respectively assigned to them under the

Indian Railways Act, 1890 (9 of 1890).]‖

68. In Pawan Hans Helicopters v. Aes Aerospace Ltd.

11

, this court was

concerned with a situation where, in the relevant contract between the

parties, it was clearly mentioned that the title in the goods would pass only

on the purchaser making the full payment of consideration under the

Agreement. This aspect is observed in the said judgment and is reproduced

hereunder:

―7.…At this juncture, it may be relevant to note that clause 7 of the

addendum of 24.09.1999 specifically stipulated that the title in the goods

would only pass to the purchaser once the full payment of GBP 9,00,000

under the said agreement is received by the vendor upon the delivery of

the package FOB Mumbai for shipment to U. K.”

69. In that context, it was held as under:-

11

2008 (103) DRJ 174

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 36 of 39

―17…The intendment under the said clause is clear that unless and until

the petitioner received the full price for the said goods, the property in

them would not pass to the respondent and would continue to vest in the

petitioner. In the light of Section 19 of the Sale of Goods Act, 1930, it can

be safely concluded, at this stage, that the property was intended to pass

only upon the full payment of GBP 9,00,000 by the respondent to the

petitioner.......‖

70. As such, the aforesaid judgment far from supporting the case of the

plaintiff, supports the case of the defendant inasmuch as there is nothing

whatsoever to indicate that unless and until, the plaintiff received the full

price for the shares, the property in them would pass to the defendant, and

the same would continue to vest in the plaintiff.

71. In addition to the judgements in Maneckji (supra), M/s Bharat Nidhi

(supra) and Howrah Trading (supra), in Uday Punj vs. Commissioner of

Income Tax, (2012) SCC Online Del 3517, this Court again had occasion to

consider as to when a contract for sale of shares could be considered to be

concluded. In Uday Punj, in the context of sale of shares by existing

shareholders of a company to the members of the public, the question that

arose for consideration before this Court was whether transfer of the shares

stood completed when shares were transferred from the demat account of the

selling shareholders into the demat account of the Registrar to the issue, or

whether it could be said to be completed only when sale price of the shares

was transferred into the account of the selling shareholders, it was held by

this Court as under :

―9. Section 19 of the Sale of Goods Act, to the extent it is relevant, provides

that where there is a contract for sale of specific or ascertained goods, the

property in them is transferred to the buyer at such time, as the parties to the

contract intend it to be transferred. It further provides that to ascertain the

intention of the parties, regard shall be had to the terms of the contract, the

conduct of the parties and the circumstances of the case. It also provides that

unless a different intention appears, the rules contained in Sections 20 to 24

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 37 of 39

are the rules for ascertaining the intention of the parties, as to the time at

which the property in the goods is to pass to the buyer.

Section 20 of the Sale of Goods Act, provides that where there is an

unconditional contract for the sale of specific goods in deliverable state, the

property in goods passes to the buyer when the contract is made and it is

immaterial whether the time of payment of the price or the time of delivery

of the goods, or both is postponed. Section 21 of the Act provides that where

there is a contract for the sale of specific goods and the seller is bound to do

something to the goods for the purpose of putting them into a deliverable

state, the property does not pass until such thing is done and the buyer had

notice thereof.

10. In the case before us, once the shares were transferred from the demat

account of the appellant to the demat account of Registrar to the issue, they

were in a deliverable state and, therefore, on allotment of shares to the

applicants in the public issue, or in any case on credit of shares in their demat

account, the property i.e. ownership rights in the shares stood transferred to

the applicants in the public issue. The fact that transfer of money which the

applicants in the public issue had already paid alongwith the share

application, to the bank account of the appellant took place on 06.01.2006 was

wholly irrelevant as far as passing of property in the shares was concerned.

The fact that the sale consideration had not been transferred to the bank

account of the appellant by 05.01.2006 did not have the effect of postponing

the passing of property in the shares to the applicants in the public issue.”

72. As such, prima facie, there is no merit in the contention of the

plaintiff that the contract for sale of shares did not fructify in the sense

contemplated under the Sale of Goods Act, 1930, and/or that title therein did

not pass to the defendant.

Admission on behalf of the plaintiff in CS(OS) 711/2022

73. Learned counsel for the defendant has drawn attention to the fact that

in a civil suit i.e. CS(OS) 711/2022, captioned as Resilient Innovations Pvt.

Ltd. v. Madhuri Jain Grover & Ors., the plaint of which has been affirmed

and verified by the plaintiff herein as the authorised representative of the

plaintiff company in that suit, it has been pleaded as under:-

―16. It is humbly submitted that this leads to the inexorable conclusion

Digitally Signed

By:RADHA BISHT

Signing Date:15.12.2023

18:24:13

Signature Not Verified

IA No. 5683/2023 in CS(COMM) 166/2023 Page 38 of 39

that the Plaintiff had admittedly been paid the purchase consideration by

the Defendant as admitted by the Plaintiff himself. Hence under no