2005 (4) TMI 314 - HC - Companies Law

Summary

Issues Involved:
1. Ownership and transfer of shares of Odeon Exhibitors Pvt. Ltd.
2. Allegations of forgery and breach of trust.
3. Claims for interim reliefs including appointment of a receiver and temporary injunctions.
4. Defendants' defense regarding the nature of the property and the valuation of the suits.
5. Credibility of the Plaintiffs' claims and contradictory statements.
6. Bona fide purchase by the Runwal family.

Issue-wise Detailed Analysis:

1. Ownership and Transfer of Shares of Odeon Exhibitors Pvt. Ltd.:
The disputes revolve around the transfer of shares of Odeon Exhibitors Pvt. Ltd. by Mr. Gul Achra to the Runwal family. The Plaintiffs, who are members of the Achra family and related entities, claim ownership of specific shares in Odeon. They allege that Mr. Gul Achra fraudulently transferred their shares to himself and subsequently to the Runwal family.

2. Allegations of Forgery and Breach of Trust:
The Plaintiffs allege that Mr. Gul Achra committed forgery by signing transfer forms on their behalf without their consent, thus breaching their trust. They claim that their share certificates were in Mr. Gul Achra's possession due to their familial relationship and trust, which he exploited to transfer the shares.

3. Claims for Interim Reliefs Including Appointment of a Receiver and Temporary Injunctions:
The Plaintiffs sought interim reliefs, including the appointment of a receiver for the shares and property of Odeon, and temporary injunctions to prevent further transfer or construction on the property. The court examined whether such interim reliefs could be granted based on the Plaintiffs' claims and the nature of the suits.

4. Defendants' Defense Regarding the Nature of the Property and the Valuation of the Suits:
The Defendants argued that the interim orders related to the property held by Odeon could not be passed since the subject matter of the suits was the shares, not the property itself. They contended that the Plaintiffs valued their claims based on the value of the shares, not the property, and hence, no interim order regarding the property could be made.

5. Credibility of the Plaintiffs' Claims and Contradictory Statements:
The court found that Mr. Madhu Achra, one of the Plaintiffs, had taken contradictory stands regarding the transfer of his shares. His previous affidavits and public notices indicated different positions about his shareholdings and family arrangements, casting doubt on the credibility of his claims. The court noted the lack of action taken by the Plaintiffs after issuing a public notice in 1996, which further questioned their credibility.

6. Bona Fide Purchase by the Runwal Family:
The Defendants argued that the Runwal family were bona fide purchasers of the shares, having paid market price and issued public notices before the purchase. The court acknowledged that the Runwal family took due care before purchasing the shares and found no objections from the Plaintiffs at the time of the public notice.

Conclusion:
The court concluded that the Plaintiffs did not make a strong prima facie case for the interim reliefs sought. The valuation of the suits based on the shares and not the property, the contradictory statements by Mr. Madhu Achra, and the bona fide purchase by the Runwal family led the court to deny the interim reliefs. The notices of motion in all three suits were disposed of accordingly.