KAYNET FINANCE LIMITED Vs. VERONA CAPITAL LIMITED

JUDGEMENT

(1.) The Appellant, Kaynet Finance Limited, is a member-broker at the National Stock Exchange of India. The Respondent, Verona Capital Limited, was its constituent. Disputes arose between the parties over share transactions. The Respondent moved an arbitration application before the National Stock Exchange. The National Stock Exchange constituted an Arbitral Tribunal. The Tribunal awarded one claim out of four made by the Respondent and directed the Appellant to pay an amount of Rs. 17,52,47,517/- with interest. The Appellant challenged the Award before the learned Single Judge. The learned Single Judge rejected the Arbitration Petition, and the Appellant is in appeal. The award is challenged on two counts. First, the claim granted was beyond the period of limitation. Second, the Arbitration Application was not maintainable because the Directors of Respondent who were disqualified could not have filed the Application. We do not find any merit in these challenges. The factual backdrop and reasons for this conclusion are as follows.

(2.) The Respondent appointed the Appellant as a stockbroker to effect transactions on the National Stock Exchange of India and Bombay Stock Exchange. The Respondent opened a trading account with the Appellant in January 2009. The Respondent commenced transactions through the Appellant around February 2009. The Respondent had acquired shares of Pipapvav Defence and Offshore Engineering reflected in the client muster on 31 March 2015 and those shares were lying in the Appellant's Demat Account. It is the case of the Respondent that Reliance Infrastructure had declared intention of acquiring shares of Pipapvav Defence and Offshore Engineering and the Respondent desired to offer the shares in an Open offer. According to Respondent, the Appellant showed indifference and declined to transfer the shares in Demat Account. Concerned by the attitude of the Appellant, the Directors of Respondent made enquiries and discovered that many clients of the Appellant were having disputes with the Appellant over share transactions. Alarmed, the Respondent called for details of transactions carried out by the Appellant from the National Stock Exchange. The Respondent also acquired Trade Loss documents from the National Stock Exchange on 8 May 2017. According to the Respondent on verification of the accounts, the Respondent found that various false entries of debits were made. Besides this position, a credit balance of Rs. 17,52,47,517/- was reflected in the ledger account regarding transaction carried out on the National Stock Exchange. The Respondent issued a letter on 23 November 2017 demanding this amount and other losses, but the amount was not paid. The Respondent filed a complaint against the Appellant with the Economic Offences Wing on 12 March 2018. An F.I.R. was registered by the Economic Offences Wing on 22 June 2018. The Respondent also lodged a complaint with the Investor Services Cell of the National Stock Exchange on 26 July 2018. On 31 August 2018, the Respondent filed an Arbitration Application with the National Stock Exchange in From-I as per the National Stock Exchange Bye-laws.

(3.) The Respondent raised four claims. First was for the return of the credit balance in the ledger account of the Respondent in the Appellant's book as on 31 March 2015 as Rs. 17,52,47,517/-. The second claim was for the value of 29,58,095 shares of Pipapvav Defence and Offshore Engineering, market value of the shares being at Rs. 75.31 at the average rate as on 17 December 2015 was Rs. 22,27,74,135/-. The third was for the amounts of losses incorrectly debited in the account of the Respondent with no transaction on the National Stock Exchange, being Rs. 47,81,53,245/-. The fourth was for delayed payment charges debited by the Appellant in the Respondent's account of Rs. 8,40,02,219/-. The total of four claims was Rs.96,01,77,116/-.