//
you're reading...
legal issues

CYBER APPELLATE TRIBUNAL=The Adjudicating Officer shall take the matter and permit the complainant to implead (i) CDSL (Central Depository Services (India) Ltd. (ii) BSE (Bombay Stock Exchange) and (iii) NSE (National Stock Exchange) as parties. The Adjudicating Officer shall direct the complainant to amend the complaint in accordance with the directions made above and thereafter dispose of the complaint in accordance with law expeditiously. In view of the above, the matter is remanded to the Adjudicating Officer, Gujarat State for deciding afresh in view of observations made above.

CYBER APPELLATE TRIBUNAL

Connaught Place, New Delhi, India. Robert Tor ...

Image via Wikipedia

(Ministry of Communications & Information Technology)
Jeevan Bharti (LIC) Building, Connaught Place,
New Delhi
APPEAL NO. 1/2009
Date of decision May 26,2010
SH. Harish Kumar C.Vakaria …..APPELLANT
Through Mr.Manan S.Thakker,
Advocate and
Mr.Hardik Gupta,Advo
Vs
M/s India Infoline Ltd.. …..RESPONDENT
Through Mr.Y.H.Motiramani,Advo.
CORAM:
HON’BLE MR. JUSTICE RAJESH TANDON,
CHAIRPERSON
1. Whether the Reporters of local
papers may be allowed to see
the judgment? YES
2. To be referred to the Reporter or not YES
3. Whether the judgment should be
Reported in the Digest. YES
2
CYBER APPELLATE TRIBUNAL
(Ministry of Communications & Information Technology)
Jeevan Bharti (LIC) Building, Connaught Place,
New Delhi
APPEAL NO. 1/2009
Date of decision May 26,2010
In Re:
SH. Harish Kumar C.Vakaria,
S/o Sh.Chandrakant Vakharia,
8/B,Dariyapur Patel Society,
Opp.Kirtisagar Flats,
Usmanpura,
Ahmedabad-380013, Gujarat …..APPELLANT
Through Mr.Manan S.Thakker,
Advocate and
Mr.Hardik Gupta,Advo
Vs
M/s India Infoline Ltd..
DP Id:12044700
High Street I, Fourth Floor,
Law Garden Cross Roads,
Ahmedabad-380006, Gujarat … RESPONDENT
Through Mr.Y.H.Motiramani,Advo.
JUSTICE RAJESH TANDON, CHAIRPERSON
Heard Mr.Manan S.Thakker, Advocate assisted by
Mr.Hardik Gupta, Advocate for the appellant and
Mr.Y.H.Motiramani, Advocate for the respondent.
By the present appeal, the appellant has prayed for the
setting aside of the impugned order-in-original No.SEC/ CBC/1/
2009/160 DST dated 20th May,2009 passed by Sh.Raj Kumar,
3
Adjudicating Officer, Gujarat State whereby dismissing the
petition filed by the petitioner, appellant herein, under Section 43
of the Information Technology Act,2000.
Briefly stated the facts of the present appeal are that on 18th
January,2008 Online Demat Account was opened by India Infoline
Ltd. A/C No.1204470001776230 and POA ID was given as
VAHARISH. It is stated that ownership of Online Trader
Terminal Software was given i.e. access to Online Trader Terminal
Software for the said POA ID (Client ID- VAHARISH). On 22nd
February,2008, an application was made by the appellant for the
Initial Public Offer of Rural Electrification Corporation Ltd. (REC
Ltd.) in the name of Harishkumar Chandrakant Vakharia (HUF).
Cheque Number was 163127, cheque amount was Rs.94,500/-,
Bank name was ICICI Bank, S.G.Road branch and the Bank A/C
number was 029501001050 of HUF saving account.
Appellant has submitted that on 7th March,2008,
Karvy.com displayed allotment of 121 (amount Rs.12,705/-) shares
of REC Ltd. and remaining amount of Rs.81,795/- came to be
credited into the above mentioned bank account. It is further
submitted that the said shares were not credited in the appellant’s
Online Demat Account after they were allotted. A message was
alleged to have been displayed that Online Demat Account is
closed. A similar letter was also sent by Karvy on 11th
March,2008.
According to the appellant, the details of the account
opening date and status are given as under:-
“DP ID 12044700 Client ID 01776230
A/C opening date: 18-Jan-2008 A/C Category Regular BO
Account Status; Active Purchase Waiver Y
4
BO Status: Individual BO Sub Status Individual-
Resident.
DP Int.Ref: 154843 A/C CI./Susp.Date
CM-ID
First Holder Name: HARISHJKUMAR VAKHARIA
Bank Name : ICICI Bank Ltd. SG Road branch, Ahmedabad.
Bank address: SG,Road, Ground floor, Sarthik 2 Complex,
Opp.Rajpath Club. Bodakdev, Ahmedabad-
380054, India, Gujarat
Tax Deduction Status: Resident Individual
SEBI Regd.No.:
RBI Reg.No. RBI Approval Date.
POA ID: VAHARISH
POA Name: INDIA INFORLINE SECURITIES PVT. LTD.
According to the appellant, the Online Demat Account
came to be opened in the status of individual instead of status
applied i.e. HUF and during the course of audit the issue had come
to the light to the effect that the respondent had closed and
cancelled the said demat account and suspended Online Trading
Terminal Software for 37 days (24.2.2008 to 1.4.2008) without any
permission, authorization or alternative arrangement. After the
suspension of the said Online Trading Terminal Software the
original Online Demat Account No.1204470001776230 and
Online Trading Terminal Software remained suspended for 37
days i.e. between 24.2.2008 to 1.4.2008 till the new Online Demat
account with correct status i.e. HUF was opened by the respondent
on 1.4.2008.
Appellant has submitted that due to unauthorised closing/
suspension of the demat account, he has suffered the losses to the
extent of Rs.2,555/- (Online Demat A/c opening charges and
Online Trader Terminal Software charges, Rs.3013/- (Difference
amount of highest market price of 121 shares of REC Ltd. and
5
Purchase Price. (121 shares 130-105), Rs.1655/- (Loss on
Rs.94,500/- as the amount remained blocked for a period of one
month at the rate of 21%, private lending rate.
According to the appellant, due to unauthorized suspension,
the amount of Rs.94,500/- could not be paid back to Mrs.Veena
Baxi, Creditor as per commitment on 8.3.2008 i.e. the due date for
making payment to the said creditor. Appellant has further stated
that on 20.8.2008, 100 Nifty Futures (expiry date 28.8.2008) was
purchased by the respondent in Online Demat A/c with the help of
Online Trader Terminal Software without any permission and
authorization of the applicant as will appear from the E-Contract
dated 20.8.2008.
Appellant has further submitted that Online demat account
was again accessed from Online Trader Terminal Software without
any authorization and 121 shares of REC Ltd. were sold for
recovery of loss that was fraudulently charged into the said Online
Demat account after fraudulently purchasing 100 Nifty futures.
According to the appellant he was deprived of investment of 121
shares of REC Ltd. which remained blocked from 22.8.2008 to
18.9.2008 (28 days), therefore, the entire conduct of the
Indiainfoline Ltd. is fraudulent and the appellant has suffered a
loss on account of the same.
The appeal was contested by the respondent by denying the
averments contained therein. Respondent has taken objection that
the appeal is beyond the period of 45 days as prescribed in Section
57 of the IT Act and submitted that the appellant has not filed any
application for condonation of delay. It is further submitted that
the appellant has not placed on record all the relevant documents.
Respondent has submitted that the case as well as appeal is being
contested for limited purpose of placing on record various
agreements executed between the parties which contained an
Arbitration clause for resolving the disputes between the parties. It
6
is further stated that the respondent has filed before the
Adjudicating Officer an application under Section 8 of the
Arbitration and Conciliation Act,1996.
It was submitted that the respondent has not committed
any offence or that there was unauthorized access-suspensiondisruption-
damage to Online Demat Account or Trading Terminal
Software as alleged or otherwise.
Heard the counsel for the parties.
Counsel for the appellant has submitted that due to unauthorised
closing/suspension of the demat account, he has
suffered the losses to the extent of Rs.2,555/- (Online Demat A/c
opening charges and Online Trader Terminal Software charges,
Rs.3013/- (Difference amount of highest market price of 121
shares of REC Ltd. and Purchase Price. (121 shares 130-105),
Rs.1655/- (Loss on Rs.94,500/- as the amount remained blocked
for a period of one month at the rate of 21%, private lending rate.
On the other hand Counsel for the respondent has
submitted that the entire documents filed before the Adjudicating
Officer have not been filed before this Court and that there was an
arbitration clause for which there was an agreement for referring
the matter to the Arbitrator.
In view of the aforesaid submissions made by the parties,
following points arise for consideration in this appeal.
(i) Whether the appeal was within time?
(ii) Whether the appellant has suffered a loss on account of
the suspension of demat account.?
(iii) Whether necessary parties are represented in order to
decide the complaint?
(iv) Whether there was any arbitration clause and the
matter was not liable to be adjudicated under Section
43 of the Information Technology Act.
7
(v) Relief.
My findings on the above points are as under:-
Point No.(i)
First point for consideration is, whether the appeal was
within time.
Coming to the first submission regarding the appeal having
been barred by time. On 21st December,2009, the matter was
heard and after hearing both the parties the delay was condoned.
While condoning the delay, a reference has been made to
Section 57 of the Information Technology Act which provides as
under:-
57.Appeal to Cyber Appellate Tribunal.-
(1) Save as provided in sub-section (2), any person
aggrieved by an order made by Controller or an
adjudicating officer under this Act may prefer
an appeal to a Cyber Appellate Tribunal having
jurisdiction in the matter.
(2) No appeal shall lie to the Cyber Appellate
Tribunal from an order made by an
adjudicating officer with the consent of the
parties.
(3) Every appeal under sub-section (1) shall be
filed within a period of forty five days from the
date on which a copy of the order made by the
Controller or the adjudicating officer is
received by the person aggrieved and it shall be
in such form and be accompanied by such fee
as may be prescribed:
Provided that the Cyber Appellate Tribunal may entertain
an appeal after the expiry of the said period of forty-five
days if it is satisfied that there was sufficient cause for not
filing it within that period.
8
Counsel for the appellant has submitted that he has
received the copy of the judgment on 29th May,2009 and the
appeal was filed on 7th July,2009 and therefore, the appeal shall be
treated as well within time. The appeal, therefore, cannot be treated
as beyond time.
More so this controversy has already been raised and
decided vide order dated 21st December,2009 and, therefore, the
point is decided in the negative.
Point No.(ii)
The second point for consideration is, Whether the
appellant has suffered a loss on account of the suspension of demat
account.
This appeal relates to a complaint filed under Section 43 of
the Information Technology Act,2000 alleging therein that huge
losses have occurred to the complainant on account of the
fraudulently, illegal and dishonest conduct by the respondent, M/s
Indianinfoline Ltd. in relation to the loss of trading terminal on line
and demat account.
Counsel for the appellant has placed reliance on the
following losses due to cancellation and suspension of the demat
account.
“Loss suffered due to unauthorized closing, canceling
and suspension.
(i) Rs.2,555/-. Online Demat A/c opening charges and Online
Trader Terminal Software charges, even though services
were not provided.
(ii) Rs.3,013/-. Defference Amount of highest market price of
121 shares of REC Ltd. and Purchase Price (121 shares
(130Rs.-105Rs.)
9
(iii) Rs.1,655/-. Opportunity Loss on Rs.94500/- as the said
amount remain blocked for a period of 1 month @ 21%-
private lending rate.
(vi) Huge Reputational Loss as full amount of Rs.94500/- could
not be paid back to Mrs.Veena Baxi (Creditor) as per
commitment as shares of REC Ltd. could not be sold due to
unauthorized suspension & cancellation of Online Demat
Account and Online Trading Terminal Software. Full
payment of Rs.94500/- could not be made to Mrs.Veena
Baxi on 8.3.2008 i.e. the due date for making payment to
the said creditor. On 8.3.2008, Rs.81,795/- stood to the
credit of Savings HUF Bank A/c No.029501001050,
however, an amount of Rs.12,705/- could not be credited
on account of the said amount being blocked in the issue of
REC Ltd.
On the other hand, counsel for the respondent has pointed
out that since he has already filed an application under Section 8 of
the Arbitration and Conciliation Act and that application having
not been decided, it was not possible for him to argue the case on
merits either before the Adjudicating Officer or before this
Appellate Tribunal unless and until the application under Section 8
of the Arbitration and Conciliation Act is decided finally.
The respondent has alleged before the Adjudicating Officer
to the following effect:-
“At page 39 and 40 of the respondent’s application filed
before the Adjudicating Officer, is a DP-Client
Agreement between a participant and a person seeking
to open a beneficial owner’s account. Since the very
foundation of relationship between the petitioner and
the respondent is the said agreement, all types of
operations of the demat account, including the
purported suspension/ closure/ cancellation, is covered
by the said agreement.
Clause 1 of the said agreement provides that the
provisions of Depositories Act,1996, SEBI (Depositories
and Participants)Regulations, 1996, Bye Laws and
10
Operating Instructions issued by CDSL form part of
the agreement. Clause 11 provides for arbitration
clause.
Section 16 of Depositories Act,1996 provides that if any
loss caused to the beneficial owner due to negligence of
the depository or the participant, then the beneficial
owner can be indemnified.
Even in the notice issued by the petitioner’s advocate
the allegation is of breach of contractual agreement by
the respondent.Thus the first issue of suspension of
demat account is covered by the DP-Client Agreement.
At pages 14-19 of the petition, there is a contract note
printed on 22.9.2008. The contract notes themselves
provide for arbitration clause in respect of any dispute
arising therefrom.
Clause 3 of the contract notes provides for submitting
the dispute to arbitration within six months from the
date on which the claim, differences or dispute arose or
shall be deemed to have arisen. Such period of six
months is applicable to a person who raises the dispute
by not agreeing with the contents of the contract notes.
At pages 20 to 26 of the respondent’s application, is a
Broker/Client Agreement for trading on NSE. The
agreement provides for arbitration clause.
At pages 45-56 of the respondent’s application, are the
Byelaws and Regulations pertaining to arbitration.”
The respondents have replied the appeal as under:
“That the appellant has not placed on record all the
relevant documents that would be required for the
purpose of proper adjudication of the present appeal.
That the proceedings before the Adjudicating Officer
was conducted on 23.3.2009, 30.3.2009, 4.4.2009 and
15.4.2009. On 15.4.2009, the appellant had filed his
written submissions before the Adjudicating officer and
hearing was concluded on the same date. The same is
also observed by Adjudicating Officer in paragraph 2 of
the impugned judgment. That the respondent is
surprised to note that the appellant’s Advocate has filed
11
written submissions dated 24.4.2009 before the
Adjudicating Officer. The respondent or its advocate is
never supplied a copy of the said written submissions
dated 24.4.2009, filed after conclusion of hearing before
the Adjudicating Officer. The Appellant has produced
on record a circular dated 10.5.2005 issued by National
Stock Exchange of India Limited. The said circular is
placed on record for the first time in the present appeal
and does not form a part of the record before the
Adjudicating Officer. The respondent states that the
present reply is filed for limited purpose of placing on
record various agreements, executed between the
Appellant and the respondent, containing the
arbitration clause for resolution of the disputes between
the parties. The respondent submits that the appellant
had issued a notice dated 14.4.2008, through his
Advocate, claiming damages in the sum of Rs.5,00,000/-.
However, in the application under Section 43 of the Act,
the Appellant has claimed damages in the sum of
Rs.75,000/-. After issuance of the notice by the
Adjudicating Officer, the respondent appeared before
the Adjudicating Officer and filed an application under
Section 8 of the Arbitration and Conciliation Act,1996.”
Coming to the merits of the controversy, the Adjudicating
Officer has recorded the findings that the appellant has not
produced any evidence to suggest that M/s India Infoline Ltd.
allegedly disrupted the system and denied access to the system
without the permission of owner ie. CDSL and BSF. The finding
is to the following effect:-
“As per the facts of the case, the respondent M/s India
Infoline has entered into appropriate legal agreements with
M/s CDSL and BSE for conducting the trade and brokerage
business. The petitioner has only stated but did not
produce any evidence to suggest that M/s India Infoline
allegedly disrupted the system and denied access to the
system for the petitioner, without the permission of the
owner i.e. CDSL and BSE. Likewise, there is no evidence
produced by the petitioner to suggest that the alleged
fraudulent charges towards brokerage and trading losses
into the account of the petitioner by the respondent were
without the permission of the owner i.e. CDSL and BSE.
Thus, the petitioner has failed to establish the primary
12
requirement for applicability of section 43 of the
Information Technology Act that the respondent’s actions
were without the permission of the owner of the computer,
computer systems or computer network.”
The Adjudicating Officer shall give the respondent
sufficient opportunity to represent his case on merits.
The point is decided accordingly.
Point (iii)
The third point for consideration is, whether necessary
parties are represented in order to decide the complaint?
From the records it appears that necessary parties i.e. (i)
CDSL (Central Depository Services (India) Ltd., (ii) BSE
(Bombay Stock Exchange) and (iii) NSE (National Stock
Exchange) have not been impleaded by the complainant. before
deciding the merits of the controversy.
As will appear from the aforesaid facts of the case that
necessary parties having not been impleaded and, therefore, the
Adjudicating Officer has observed that on the lack of evidence, no
relief can be granted to the complainant. Therefore, there was a
lack of evidence in coming to the conclusion by the Adjudicating
Officer of assessment of compensation.
Obviously the court has power to implead the parties and
if the evidence was necessary in order to come to the conclusion
regarding the compensation which should be allowed in
accordance with the provisions contained under Section 47 of the
Information Technology Act. The Adjudicating Officer should
have allowed to implead the complainant as necessary parties in
order to come to the conclusion regarding the compensation as
claimed by the complainant. Section 47 of the IT Act provides the
criteria of granting the compensation. It reads as under:-
13
“47.Factors to be taken into account by the adjudicating
officer.- While adjudging the quantum of compensation
under this Chapter, the adjudicating officer shall have due
regard to the following factors, namely:-
(a) the amount of gain of unfair advantage,
wherever quantifiable, made as a result of the
default;
(b) the amount of loss caused to any person as a
result of the default;
(c) the repetitive nature of the default.”
So far as the evidence is concerned, the necessary parties
may be permitted in accordance with Order 1 Rule 10 sub-clause
(2) of the Code of Civil Procedure, which reads as under:-
“(2) Court may strike out or add parties.- The Court may at
any stage of the proceedings, either upon or without the
application of either party, and on such terms as may
appear to the Court to be just, order that the name of any
party improperly joined, whether as plaintiff or defendant,
be struck out, and that the name of any person who ought to
have been joined, whether as plaintiff or defendant, or
whose presence before the Court may be necessary in order
to enable the Court effectually and completely to adjudicate
upon and settle all the questions involved in the suit, be
added.”
As will appear from the sub-clause (2) of Order 1 Rule 10
CPC that whose presence before the Court may be necessary in
order to enable the Court effectually and completely to adjudicate
upon may be in such of the proceedings be directed to be
impleaded as one of the parties.
Aforesaid provision has been interpreted in the case of
Savitri Devi Vs. District Judge, Gorakhpur & others, reported in
AIR 1999 SC 976 to the effect that, “The Court is empowered to
join a person whose presence is necessary for the prescribed
14
purpose and can not under the rule direct the addition of a person
whose presence is not necessary for that purpose.”
The Apex Court in the case of Savitri Devi (supra) has
observed as under:-
“In Ramesh Hirachand Kundanmal v. Municipal
Corporation of Greater Bombay, (1992) 2SCC 524 : (1992
AIR SCW 846), this Court discussed the matter at length
and held that though the plaintiff is a ‘dominus litis’ and
not bound to sue every possible adverse claimant in the
same suit, the Court may at any stage of the suit direct
addition of parties and generally it is a matter of judicial
discretion which is to be exercised in view of the fact and
circumstances of a particular case. The court said (Para 8 of
AIR):
“The case really turns on the true construction of the rule in
particular the meaning of the words “whose presence
before the Court may be necessary in order to enable the
Court effectually and completely to adjudicate upon and
settle all the questions involved in the suit”. The Court is
empowered to join a person whose presence is necessary
for the prescribed purpose and cannot under the rule direct
the addition of a person whose presence is not necessary for
that purpose. If the intervener has a cause of action against
the plaintiff relating to the subject-matter of the existing
action, the Court has power to join the intervener so as to
give effect to the primary object of the order which is to
avoid multiplicity of actions.”
The Court also observed that though prevention of actions
cannot be said to be main object of the rule, it is a desirable
consequence of the rule. The test for impleading parties
prescribed in Razia Begum v. Anwar Begum, 1959 SCR
1111: (AIR 1958 SC 836), that the person concerned must
be having a direct interest in the action was reiterated by
the Bench.”
In view of the aforesaid findings, before proceeding in the
matter, it is also necessary to implead (i) CDSL (Central
Depository Services (India) Ltd., (ii) BSE (Bombay Stock
Exchange) and (iii) NSE (National Stock Exchange) before
deciding the merits of the controversy.
15
The appellant is, therefore, directed to implead CDSL,
BSE and NSE as parties before the Adjudicating Officer.
The Adjudicating Officer shall give sufficient opportunity
to the parties to lead evidence in respect of their claim and defence
including the newly added parties.
This point is decided accordingly.
Point No.(iv)
The fourth point for consideration is, Whether there was
any arbitration clause and the matter was not liable to be
adjudicated under Section 43 of the Information Technology Act.
Coming to the fourth controversy as to whether the matter
was liable to be referred to the arbitration, the respondents have
filed the application under Section 8 of the Arbitration and
Conciliation Act.
The contents of the application under Section 8 of the
Arbitration and Conciliation Act,1996 are quoted below:-
“The respondent states that the petitioner has executed
following agreements/documents with the respondent at the
time of opening demat and trading account on/around
18.12.2007:
(i) Account opening form for broking and depository
services,
(ii) Broker / Client Agreement – NSE,
(iii) Broker / client Agreement – BSE,
(iv) Combined Risk Disclosure Document for Capital
Market / Cash Segment & Futures & Options
Segment (BSE & NSE),
(v) DP – Client Agreement between a participant and a
person seeking to open a beneficial owner’s account
(vi) Agreement for transaction settlement through
internet,
(vii) Power of Attorney, and
(viii) Undertaking-cum-fax indemnity
The petitioner has already produced on record a blank copy
of the aforesaid agreements / documents. The copies of
16
aforesaid agreements / documents duly signed by the
petitioner at the time of opening the demat/trading accounts
with the respondent are annexed hereto and market
Annexure – 1 to 8 respectively.
The respondent submits that all the aforesaid agreements
contain the arbitration clause for resolution of disputes that
may arise between the parties. The relevant arbitration
clauses as incorporated in various agreements are as
follows:
(i) Broker/Client Agreement – NSE:
“Clause 19: Miscellaneous
The Member and the Client are aware of the provisions of
Byelaws, Rules and Regulations of the Stock Exchanges
relating to resolution of disputes/differences through the
mechanism of arbitration provided by the stock Exchanges
and agrees to abide by the said provisions. Any and all
disputes arising out of or in connection with this agreement
of its performance shall be settled by arbitration by an
single Arbitrator appointed by India Infoline Ltd. The
arbitration shall be held, in Mumbai in accordance with the
provisions of the Arbitration and Conciliation Act, 1996.
As amended from time to time. In case of any disputes
relating to transactions executed on any segment of any
stock Exchange, the client agrees to file the grievance
application only at the Investor Grievances Cell /
Arbitration Department of the concerned stock Exchange
situated at Mumbai, Maharashtra.”
(ii) Broker / Client Agreement – BSE
“Clause 21: Dispute Resolution
Any claim, dispute or difference arising between the Parties
hereto in respect of this Agreement or any contracts,
dealings or transactions pursuant hereto or any rights,
obligations, terms or conditions as contained in this
Agreement or the interpretation or construction of this
Agreement shall be subject to the grievance redressal
procedure of the Exchange and shall be subject to the
arbitration procedure as prescribed by the Exchange
Provisions.”
(iii) Combined Risk Disclosure Document for Capital
Market / Cash segment & Futures & Options Segment
(BSE & NSE):
“Investors’ Rights and Obligations – Clause 1.1.3:
17
Any dispute with the member with respect to deposits,
margin money, etc. and producing on appropriate proof
thereof, shall be subject to arbitration as per the Rules,
Byelaws/Regulations of NSE/BSE or its Clearing
Corporation / Clearing House.”
(iv) DP – Client Agreement between a participant and a
person seeking to open a beneficial owner’s account:
“Clause 11: Arbitration
The parties hereto shall ,in respect of all disputes and
differences that may arise between them, abide by the
provisions relating to arbitration and conciliation specified
under the Byelaws.”
The Respondent submits that the Petitioner very well knew
that if any dispute arises, first of all a notice has to be
served to the main office at Mumbai and then the court in
Mumbai shall have the jurisdiction for the purpose of
giving effect to the provisions of the Rules, Byelaws and
Regulations of the Stock Exchange.
Further the same is also clearly mentioned under the Client-
Broker Agreement (NSE) at Clause 19 as follows:
“MISCELLANEOUS
All trades, transactions and contracts are subject to the
Rules and Regulations of the Exchange and shall be
deemed to be performed in the city of Mumbai and the
Parties to such trade shall be deemed to have submitted to
the jurisdiction of the Courts in Mumbai for the purpose of
giving effect to the provisions of the Rules, Byelaws and
Regulations of the Exchange.”
Clause 20 under the Client – Broker Agreement (BSE) also
provides as follows:
“LAW AND JURIDICTION
This Agreement shall be governed by and construed in all
respects in accordance with the laws of the Republic of
India and, subject to the provisions of Clause 21, the Courts
in Mumbai, India shall have the jurisdictions over this
Agreement and the Arbitration proceedings in relation to
the Agreement.”
The respondent submits that the petitioner has pleaded two
instances for purported violation of Section 43 of IT Act.
18
The petitioner had executed the aforesaid agreements on
18.12.2007 and the instances pleaded by the petitioner
pertain to the period after 18.12.2007. the respondent
submits that on and after the execution of agreements on
18.12.2007, the relationship between the petitioner and
respondent is governed by the agreements executed by the
petitioner. The petitioner is bound by the arbitration clauses
contained in the aforesaid agreements. Thus the disputes
raised by the petitioner are required to be referred to the
arbitration.
The respondent states that one of the instances pleaded by
the petitioner pertains to purchase and sale of shares. The
petitioner has also relied upon following contracts
produced on record:
(i) Contract Note No.1071958 dated 20.08.2008 (page
31) for transactions executed on 20.08.2008,
(ii) Contract Note No.4141689 dated 22.08.2008 (page
35) for transactions executed on 22.08.2008, and
(iii) Contract Note No.1098338 dated 22.08.2008 (page
39) for transactions executed on 22.08.2008.
All the three contract notes produced on record contain
extracts from the byelaws and regulations pertaining to
arbitration. The relevant extract from the contract notes
reads as follows:
“1. All claims, differences or disputes between the
Trading Members, inter se and between Trading Members
and Constituents arising out of or in relation to dealings,
contracts and transactions made subject to the Bye-Laws,
Rules and Regulations of the Exchange or with reference to
anything incidental thereto or in pursuance thereof or
relating to their validity, construction, interpretation,
fulfillment or the rights, obligations and liabilities of the
parties thereto and including any question of weather such
dealings, transactions and contracts have been entered into
or not shall be submitted to arbitration in accordance with
the provisions of these Byelaws and Regulations.
2. In all dealings, contracts and transactions, which are
made or deemed to be made subject to the Byelaws, Rules
and Regulations of the Exchange, the provisions relating to
arbitration as provided in these Byelaws and Regulations
and shall form and shall be deemed to form part of the
dealings, contracts and transactions and the parties shall be
19
deemed to have entered into an arbitration agreement in
writing by which all claims, differences or disputes of the
nature referred to in clause (1) above shall be submitted to
arbitration as per the provisions of these Byelaws and
Regulations.”
The contract notes also provide for the seat of arbitration.
Thus if the petitioner is aggrieved by any of the
transactions effected vide the three contract notes
(produced on record), then the dispute raised by the
petitioner is to be decided by arbitration as per byelaws and
regulations of National Stock Exchange (NSE). A copy of
the NSE Byelaws and Regulations pertaining to arbitration
is annexed hereto and marked Annexure -9.
The respondent submits that Section 8 of Arbitration and
Conciliation Act, 1996 (for short “the Act”) reads as
follows:
“8 Power to refer parties to arbitration where there is
an arbitration agreement. –
(1) A judicial authority before which an action is
brought in a matter, which is the subject of an
arbitration agreement, shall, if a party so applies not
later than when submitting his first statement on the
substance of the dispute, refer the parties to
arbitration.
(2) The application referred to in sub-section (1) shall
not be entertained unless it is accompanied by the
original arbitration agreement or a duly certified
copy thereof.
(3) Notwithstanding that an application has been made
under sub-section (1) and that the issue is pending
before the judicial authority, an arbitration may be
commenced or continued and an arbitral award
made.”
In view of the above, the respondent prays:
(a) that the Hon’ble Adjudicating Officer be pleased to
refer the dispute raised by the Petitioner to the
Arbitration Tribunal to be constituted by following
the procedure prescribed in Arbitration and
Conciliation Act, 1996;
(b) that pending the hearing and final disposal of this
application, the Hon’ble Adjudicating Officer be
pleased to stay the further proceedings of Civil
Complaint No.1/2008.”
20
The respondent has alleged before the Adjudicating officer
to the following effect:-
“At page 39 and 40 of the respondent’s application filed
before the Adjudicating Officer, is a DP-Client
Agreement between a participant and a person seeking
to open a beneficial owner’s account. Since the very
foundation of relationship between the petitioner and
the respondent is the said agreement, all types of
operations of the demat account, including the
purported suspension/ closure/ cancellation, is covered
by the said agreement.
Clause 1 of the said agreement provides that the
provisions of Depositories Act,1996, SEBI (Depositories
and Participants)Regulations, 1996, Bye Laws and
Operating Instructions issued by CDSL form part of
the agreement. Clause 11 provides for arbitration
clause.
Section 16 of Depositories Act,1996 provides that if any
loss caused to the beneficial owner due to negligence of
the depository or the participant, then the beneficial
owner can be indemnified.
Even in the notice issued by the petitioner’s advocate
the allegation is of breach of contractual agreement by
the respondent.Thus the first issue of suspension of
demat account is covered by the DP-Client Agreement.
At pages 14-19 of the petition, there is a contract note
printed on 22.9.2008. The contract notes themselves
provide for arbitration clause in respect of any dispute
arising therefrom.
Clause 3 of the contract notes provides for submitting
the dispute to arbitration within six months from the
date on which the claim, differences or dispute arose or
shall be deemed to have arisen. Such period of six
months is applicable to a person who raises the dispute
by not agreeing with the contents of the contract notes.
21
At pages 20 to 26 of the respondent’s application, is a
Broker/Client Agreement for trading on NSE. The
agreement provides for arbitration clause.
At pages 45-56 of the respondent’s application, are the
Byelaws and Regulations pertaining to arbitration.”
Counsel for the respondent has also filed the written
arguments stating that as under:-
“ the issue of suspension of demat account is covered by
the DP-Client Agreement.
“Second alleged violation is in respect of fraudulent and
illegal purchases-sales of shares.
(a) See the contract notes produced by the petitioner at pages
26-30 of the appeal memo-printed on 22.9.2008. The
contract notes themselves provide for arbitration clause in
respect of any dispute arising therefrom.
(b) Clause 3 of the contract notes (at pages 27,29 and 31 of
appeal memo) provides for submitting the dispute to
arbitration within six months from the date on which the
claim, differences or dispute arose or shall be deemed to
have arisen. Such period of six months is applicable to a
person who raises the dispute by not agreeing with the
contents of the contract notes.
(c) See pages 20-26 of the respondent’s paper book. It is a
Broker/Client Agreement for trading on NSE. The
agreement provides for arbitration clause at page 26 of
respondent’s paper book under Clause 19-Miscellaneous
clause.
(d) See pages 45-56 of respondent’s paper book-NSE-Byelaws
and Regulations pertaining to arbitration.
(e) Even in the notice issued by the petitioner’s advocate the
allegation is of breach of contractual agreement by the
respondent.
Thus both the alleged violations of the Act are covered by
the agreements containing arbitration clause. Hence the
disputes/claims raised by the petitioner are required to be
referred to arbitration.
22
In the written arguments filed by the respondent, it has
been submitted that the appellant has relied upon the following
citations before the Learned Adjudicating Officer:
(i) AIR 1953 Allahabad 446
(ii) AIR 1973 SC 2071
(iii) AIR 1999 SC 2354
(iv) AIR 2006 Allahabad 305
(v) 2006 (132) Comp.Case.417 (Delhi)
It is submitted that the citations at sr.no.(i) AIR 1953
Allahabad 446 and (ii) AIR 1973 SC 2071 pertain to Section 34 of
Arbitration Act, 1940. Refer to (2003) 5 SCC 531 and 2007 AIR
SCW 932 relied upon by the respondent.
The citation at sr.no.(iii)-AIR 1999 SC 2354 is in respect of
winding up of a company. The Hon’ble Supreme Court has held
that the issue of `winding up a company’ is not a dispute between
the parties and hence it would not be covered by the arbitration
clause contained in any agreement.
In the citation at sr.no.(iv), AIR 2006 Allahabad 305, it is
held by the Allahabad High Court that as the ingredients of Section
8(1) and 8(2) of the Arbitration and Conciliation Act,1996 were
not satisfied, the application to refer the disputes to arbitration was
rightly dismissed by the trial court.
In the citation at sr.no.(v) (2006) 132 Comp.Case 417
(Delhi), the Delhi High Court has held that Recovery of Debts due
to Banks and Financial Institutions Act,1993 (RDDB Act) is a
`special statute’ and would override all other laws for the time
being in force in view of Section 34 of the said Act. As there is no
provision like Section 34 of RDDB Act in Information Technology
Act,2000, it could not be treated as a special statue vis-à-vis
Arbitration and Conciliation Act,1996. Section 81 of Information
23
Technology Act is not pari material Section 34 of RDDB Act.
Hence the said judgment (2006) 132 Company Case 417 (Delhi)
shall not apply.
The respondent has relied upon the following judgments:
(i) (2003) 5 SCC 531
(ii) 2007 AIR SCW 932
(iii) (2003) 6 SCC 503= AIR 2003 SC 2881
(iv) (2006) 1 SCC 417
(v) (2006) 7 SCC 275
(vi) (2007) 3 SCC 686
(vii) AIR 2004 NOC 99 (Calcutta)
According to the respondent, he has not filed any reply on
merits either before the Adjudicating Officer or before this
Tribunal.
Taking into consideration the entire pleadings of the
parties, a perusal of the agreement with the National Stock
Exchange of India shows that there is an arbitration clause. Same
is quoted below:-
“The Member and the Client are aware of the provisions of
Bylaws, Rules and Regulations of the Stock Exchanges
relating to resolution of disputes/differences through the
mechanism of arbitration provided by the Stock Exchanges
and agrees to abide by the said provisions. Any and all
disputes arising out of or in connection with this agreement
of its performance shall be settled by arbitration by a single
Arbitrator appointed by India Infoline Ltd. The arbitration
shall be held, in Mumbai in accordance with the provisions
of the Arbitration and Conciliation Act,1996. As amended
from time to time. In case of any disputes relating to
transactions executed on any segment of any stock
Exchange, the Client agrees to file the grievance
application only at the Investor Grievances Cell/Arbitration
Department of the concerned stock Exchange situated at
Mumbai, Maharashtra.”
24
The contention of the respondent is that the issue with
regard to jurisdiction having not been decided by the Adjudicating
Officer, the matter requires re-consideration by the Adjudicating
Officer.
According to the submissions of the respondent, he has
filed an application under Section 8 of the Arbitration and
Conciliation Act,1996. Section 8 of the Arbitration and
Conciliation Act,1996 reads as under:-
“Section 8 Power to refer parties to arbitration where there
is an arbitration agreement . – (1) A judicial authority
before which an action is brought in a matter which is the
subject of an arbitration agreement shall, if a party so
applies not later than when submitting his first statement on
the substance of the dispute, refer the parties to arbitration.
(2) The application referred to in sub-section (1) shall not
be entertained unless it is accompanied by the original
arbitration agreement or a duly certified copy thereof.
(3) Notwithstanding that an application has been made
under sub-section (1) and that the issue is pending
before the judicial authority, an arbitration may be
commenced or continued and an arbitral award made.”
Sub-clause (3) of Section 8 of the Arbitration and
Conciliation Act,1996 provides that notwithstanding that an
application has been made and the matter is pending before the
judicial authority, arbitration may be commenced or continued.
Learned counsel for the respondent has also relied upon the
judgment of the Apex Court in the case of M/s Agri Gold Exims
Ltd.Vs. Sri Lakshmi Knits & Wovens reported in 2007 (O)
GLHEL-SC 38574 wherein in para-20, there is a reference of
P.Ramanatha Aiyar’s Advanced Law Lexicon, 3rd edition, page
1431 and the findings have been recorded to the following effect:-
25
“We need not dilate on this issue as this aspect of the
matter has been considered by this Court in Rashtriya
Ispat Nigam Limited & Anr. V/s. M/s. Verma
Transport Company, 2006 7 SCALE 565, wherein this
Court noticed:
“ Section 34 of the repealed 1940 Act employs the
expression ‘steps in the proceedings’. Only in terms of
Sec. 21 of the 1940 Act, the dispute could be referred to
arbitration provided parties thereto agreed. Under the
1940 Act, the suit was not barred. The Court would not
automatically refer the dispute to an arbitral tribunal.
In the event, it having arrived at satisfaction that there
is not sufficient reason that the dispute should not be
referred and not step in relation thereto was taken by
the applicant, it could stay the suit.
Section 8 of the 1996 Act contemplates some departure
from Sec. 34 of the 1940 Act. Whereas Sec. 34 of the
1940 Act contemplated stay of the suit; Sec. 8 of the
1996 Act mandates a reference. Exercise of discretion
by the judicial authority, which was the hallmark of
Sec. 34 of the 1940 Act, has been taken away under the
1996 Act. The direction to make reference is not only
mandatory, but the arbitration proceedings to be
commenced or continued and conclusion thereof by an
arbitral award remain unhampered by such pendency.
See O.P. Malhotra’s ‘The Law and Practice of
Arbitration and Conciliation, 2nd Edition, pp. ‘346-347”.
The term ‘dispute’ must be given its general meaning
under the 1996 Act.
In P.Ramanatha Aiyar’s Advanced Law Lexicon, 3rd
edition, page 1431, it is stated:
“In the context of an arbitration the words “disputes”
and “differences” should be given their ordinary
meanings. Because one man could be said to be
indisputably right and the other indisputably wrong,
that did not necessarily mean that there had never been
any dispute between them”
Admittedly, the appellant’s claim is not confined to the
question regarding non-payment of the amount under
the two dishonored cheques. Thus, there existed a
dispute between the parties. Had the dispute between
26
the parties been confined thereto only, the same had
come to an end.
Appellant evidently has taken before us an inconsistent
stand. If he was satisfied with the payment of the said
demand drafts, he need not pursue the suit. It could
have said so explicitly before the High Court. It cannot,
therefore, be permitted to approbate and reprobated.
Section 8 of the 1996 Act is peremptory in nature. IN a
case where there exists an arbitration agreement, the
court is under obligation to refer the parties to
arbitration in terms of the arbitration agreement. See
Hindustan Petroleum Corpn. Ltd. V/s. Pinkcity Midway
Petroleums, 2003 6 SCC 503 and Rashtriya Ispat Nigam
Limited (supra). No issue, therefore, would remain to be
decided in a suit. Existence or arbitration agreement is
not disputed. The High Court, therefore, in our opinion,
was right in referring the dispute between the parties to
arbitration.
Counsel for the respondent has also relied upon the case of
Rashtriya Ispat Nigam Limited Versus Verma Transport
Company reported in 2006 (O) GLHEL-SC 37624 with regard to
the interpretation of Section 8 of the Arbitration and Conciliation
Act. Section 8 of the Arbitration and Conciliation Act, 1996 reads
as follows:
“8. Power to refer parties to arbitration where there is
an arbitration agreement.-
(1) A judicial authority before which an action is
brought in a matter which is the subject of an
arbitration agreement shall, if a party so applies not
later than when submitting his first statement on the
substance of the dispute refer the parties to
arbitration.
(2) The application referred to in sub-sec. (1) shall not
be entertained unless it is accompanied by the original
arbitration agreement or a duly certified copy thereof.
27
(3) Notwithstanding that an application ahs been made
under sub-section (1) and that the issue is pending
before the judicial authority, an arbitration may be
commenced or continued and an arbitral award made.”
Section 8 of the 1996 Act, however, although lifted the
first part of the said Art. 8 did not contain the
expression contained in the second party therein. The
Indian Parliament has gone beyond the
recommendations made by the UNCITRAL Model
Rules in enacting Ss. 8 and 16 of the 1996 Act.
The provisions of Ss. 8 and 16 of the 1996 Act may be
compared with Ss. 45 and 54 thereof. Section 45 deals
with New York Convention, whereas Sec. 54 deals with
Geneva Convention Awards. The difference can be
immediately noticed. Whereas under Ss. 45 and 54, the
Court exercises its supervisory jurisdiction in relation
to arbitration proceedings, in terms of Sec. 16 of the
1996 Act, the arbitrator is entitled to determine his own
jurisdiction. We, however, do not mean to suggest that
Part II of the 1996 Act does not contemplate
determination of his own jurisdiction by the arbitral
tribunal as we are not called upon to determine the said
question. We have referred to the aforementioned
provisions only for the purpose of comparing the
difference in the language used by the Indian
Parliament while dealing with the domestic arbitration
vis-à-vis the International arbitration.
Section 8 confers a power on the judicial authority. He
must refer the dispute which is the subject-matter of an
arbitration agreement if an action is pending before
him, subject to the fulfillment of the conditions
precedent. The said power, however, shall be exercised
if a party so applies not later than when submitting his
first statement on the substance of the dispute.
what is the scope and effect of the expression, ‘
substance of the dispute’ is also in question to which we
shall advert to a little later.
The arbitration agreement is contained in cl. 44(a) of
the contact entered into by and between the parties
which reads as under:-
28
“If at any time any question, dispute or difference
whatsoever shall arise between the company and the
Consignment Agent upon or in relation to or in
connection with the contract, either party may
forthwith give to the other notice in writing or the
existence of such question, dispute of difference and the
same shall be referred to the adjudication of an
arbitrator to be nominated by the Chief Executive of
the Company. The award of the arbitrator hall be final
and binding on both the parties and the provisions of
the Indian Arbitrator Act, 1940 and the rules
thereunder and any statutory modification thereof shall
be deemed to apply to and be incorporated in this
contract”.
The scope and purport of such a clause was considered
in Heyman and Another V/s. Darwins Ltd., and it as
stated :
“The answer to the question whether a dispute falls
within an arbitration clause in a contract must depend
on (a) what is the dispute, and (b) what disputes the
arbitration clause covers. To take (b) first, the language
of the arbitration clause in this agreement is as broad as
can well be imagined. It embraces any dispute between
the parties “In respect of” the agreement or in respect
of any provision in the agreement or in respect of
anything arising out of it, if the parties are at one on the
point that they did enter into a binding agreement in
terms which are not in dispute, and the difference that
has arisen between them is as to their respective rights
under the admitted agreement in the events that have
hampered e.g. as to whether the agreement has been
broken by either of them; or as to the damage resulting
from such breach; or as to whether the breach by one of
them goes to the root of the contract and entitles the
other party to claim to be discharged from further
performance; or as to whether events supervening since
the agreement was made have brought the contract to
an end so that neither party is required to perform
further in all such cases it seems to me that the
difference is within such an arbitration clause as this. In
view, however, of phrases to be found in the report of
some earlier decisions, the availability of the arbitration
clause when “frustration” is alleged to have occurred
will require closer consideration.”
29
In the instant case, the existence of a valid agreement
stands admitted. There cannot also be any dispute that
the matter relating to termination of the contract would
be a dispute arising out of a contract and, thus, the
arbitration agreement contained in cl. 44 of the contract
would be squarely attracted. Once the conditions
precedent contained in the said proceedings are
satisfied, the judicial authority is statutorily mandated
to refer the matter to arbitration. What is necessary to
be looked into therefore, inter alia, would be as to
whether the subject-matter of the dispute is covered by
the arbitration agreement or not.
Section 34 of the repealed 1940 Act employs the
expression ‘steps in the proceedings’. Only in terms of
Sec. 21 of the 1940 Act, the dispute could be referred to
arbitration provided parties thereto agreed. Under the
1940 Act, the suit was not barred. The Court would not
automatically refer the dispute to an arbitral tribunal.
In the event, it having arrived at satisfaction that there
is no sufficient reason that the dispute should not be
referred and no step in relation thereto was taken by
the applicant, it could stay the suit.
Section 8 of the 1996 Act contemplates some departure
from Sec. 34 of the 1940 Act. Whereas Sec. 34 of the
1940 Act contemplated stay of the suit; Sec. 8 of the
1996 Act mandates a reference. Exercise of discretion
by the judicial authority, which was the hallmark of
Sec. 34 of the 1940 Act, has been taken away under the
1996 Act. The direction to make reference is not only
mandatory, but the arbitration proceedings to be
commenced or continued and conclusion thereof by an
arbitral award remain unhampered by such pendency.
Reliance placed by the learned counsel on sukanya
Holdings (P) Ltd. V/s. Jayesh H.Pandya and Another is
misplaced. Therein, not only a suit for dissolution of the
firm was filed, but a different cause of action had arisen
in relation whereto apart from parties to the arbitration
agreement, other parties had also been impleaded. In
the aforementioned fact situation, this Court held:
“Secondly, there is no provision in the Act that when
the subject-matter of the suit includes subject-matter of
the arbitration agreement as well as other disputes, the
matter is required to be referred to arbitration. There is
30
also no provision for splitting the cause or parties and
referring the subject-matter of the suit to the
arbitrators.
It was further stated :
“The next question which requires consideration is that
even if there is no provision for partly referring the
dispute to arbitration, whether such a course is possible
u/s 8 of the Act. In our view, it would be difficult to give
an interpretation to Sec. 8 under which bifurcation of
the cause of action, that is to say, the subject-matter of
the suit or in some cases bifurcation of the suit between
parties who are parties to the arbitration agreement
and others is possible. This would be laying down a
totally new procedure not contemplated under the Act.
If bifurcation of the subject-matter of a suit was
contemplated, the legislature would have used
appropriate language to permit such a course. Since
there is no such indication in the language, it follows
that bifurcation of the subject-matter of an action
brought before a judicial authority is not allowed.
Secondly, such bifurcation of suit in two parts, one to be
decided by the Arbitral Tribunal and the other to be
decided by the civil court would inevitably delay the
proceedings. The whole purpose of speedy disposal of
dispute and decreasing the cost of litigation would be
frustrated by such procedure. It would also increase the
cost of litigation and harassment to the parties and on
occasions there is possibility of conflicting judgments
and orders by two difference forums”.
For the foregoing reasons, we are of the opinion that
the application filed by the Appellants u/s. 8 of the 1996
Act was maintainable.”
In view of aforesaid discussion, this point is decided
accordingly with a direction to the Adjudicating Officer to decide
regarding the applicability of Section 8 of the Arbitration and
Conciliation Act first i.e. on the point No.(iv) referred above and
thereafter to proceed on other points.
31
The Adjudicating Officer is directed to decide the above
point No.(iv) with regard to the applicability of the arbitration
clause as a preliminary point. In case he finds in affirmative i.e. the
matter has to go before the Arbitrator, the entire proceedings may
commence before the Arbitrator accordingly. However, in the
event the consideration of point No.4 did not favour the
Adjudicating Officer, he may proceed on merits and may permit
the parties to file reply and lead evidence in accordance with the
observations made above.
Relief
Coming to the relief, In view of the aforesaid, the matter
requires to be remanded to the Adjudicating Officer for deciding
afresh. The Adjudicating Officer shall take the matter and permit
the complainant to implead (i) CDSL (Central Depository Services
(India) Ltd. (ii) BSE (Bombay Stock Exchange) and (iii) NSE
(National Stock Exchange) as parties.
The Adjudicating Officer shall direct the complainant to
amend the complaint in accordance with the directions made above
and thereafter dispose of the complaint in accordance with law
expeditiously.
In view of the above, the matter is remanded to the
Adjudicating Officer, Gujarat State for deciding afresh in view of
observations made above.
Parties are directed to appear before the Adjudicating
Officer, Gujarat State on 5th July,2010.
This appeal is disposed of accordingly.
Parties to bear their own costs in the appeal.
Let the appeal file be consigned to record room. Records of
the complaint Case No.1/2009 titled `Shri Harish Kumar
32
Chandrakant Vakharia Vs. India Infoline Limited` filed before the
Adjudicating Officer, Government of Gujarat, Department of
Science & Technology, Gandhinagar, Gujarat be sent back
forthwith.
Registrar is directed to send a copy of this judgment to all
the Adjudicating Officers of the States and the Union Territories
with a direction to decide the cases in accordance with the
observations made in this judgment.
May 26,2010 (Justice Rajesh Tandon)
Chairperso

About advocatemmmohan

ADVOCATE

Discussion

Comments are closed.

Blog Stats

  • 2,884,321 hits

ADVOCATE MMMOHAN

archieves

Enter your email address to subscribe to this blog and receive notifications of new posts by email.

Join 1,905 other followers

Follow advocatemmmohan on WordPress.com
%d bloggers like this: