1983 (12) TMI 193 - HC - Companies Law

Summary

Issues Involved:
1. Appealability of an ex parte ad interim injunction.
2. The plaintiff's claim of being a member of the Brooke Bond.
3. The validity of the plaintiff's grievances regarding the annual general meeting.
4. Allegations of misleading the court through incorrect reproductions of affidavits.
5. The plaintiff's entitlement to a limited injunction to restrain dividend payments.

Detailed Analysis:

1. Appealability of an ex parte ad interim injunction:
The preliminary objection raised by the respondent was that an ex parte ad interim injunction is not appealable. The appellant argued that under Order XLIII, rule 1 (r) of the CPC, such an order is appealable. The respondent relied on decisions from the Madras High Court and the Karnataka High Court, which held that an ex parte ad interim injunction is not appealable and should be addressed under rule 4 of Order XXXIX. However, the appellant cited the Full Bench of the Allahabad High Court's decision in Zila Parishad v. R.R. Sharma and a decision from the Bombay High Court in Sk. Jusa v. Ganpat Dagdu Gire, which supported the appealability of such orders. The court concluded that the impugned order is appealable.

2. The plaintiff's claim of being a member of the Brooke Bond:
The plaintiff contended that he was a member of the Brooke Bond due to the pending amalgamation scheme between Brooke Bond and Centron. The appellant argued that the plaintiff could not be considered a member of the Brooke Bond until the scheme was sanctioned by the court and made effective. The court noted that under Section 41 of the Companies Act, a person becomes a member only when their name is entered in the register of members. The court found that the plaintiff's claim of membership was unfounded as the amalgamation scheme had not yet been sanctioned or made effective.

3. The validity of the plaintiff's grievances regarding the annual general meeting:
The plaintiff argued that the Brooke Bond's annual general meeting scheduled for December 2, 1983, was invalid as he did not receive a notice. The court observed that since the plaintiff was not a member of the Brooke Bond, he was not entitled to any notice of the meeting. The court also noted that the plaintiff had no interest or concern with the passing of accounts or the adoption of the balance-sheet and profit and loss accounts.

4. Allegations of misleading the court through incorrect reproductions of affidavits:
The appellant pointed out that the plaintiff had incorrectly reproduced parts of an affidavit by Kamal Kanjilal, senior general manager of Brooke Bond, in the plaint. The plaintiff omitted the phrase "subject to the sanction of the court" to create a false impression that the amalgamation scheme was already effective. The court found that the plaintiff had indeed misquoted the affidavit, which misled the court.

5. The plaintiff's entitlement to a limited injunction to restrain dividend payments:
The plaintiff sought an injunction to restrain Brooke Bond from paying any dividend, arguing that he would be entitled to dividends from June 30, 1980, if the amalgamation scheme was sanctioned. The court rejected this argument, stating that the plaintiff had no rights in the management of Brooke Bond as he was not a member. The court emphasized that the transfer date in the scheme was not irrevocable and could be changed by the High Courts of Bombay and Calcutta.

Conclusion:
The court concluded that the plaintiff had not made out a prima facie case and that the plaint did not disclose any cause of action. The appeal was allowed, setting aside the ex parte ad interim injunction dated December 1, 1983. The respondent was ordered to pay the costs of the appeal. The appellant's civil applications for striking out parts of the pleading and compensatory costs were allowed to be withdrawn with liberty to make similar prayers in the trial court.