2005 (3) TMI 800 - HC - Companies Law

Summary

Issues Involved:
1. Restraining defendant No. 1 from preparing and circulating MRV-3 and subsequent MRVs without the plaintiff's publication "Punjab Kesari-Delhi".
2. Mandatory injunction to include the name of "Punjab Kesari-Delhi" in MRVs from March 2002 onwards.
3. Authority and representation of plaintiff No. 3 in dealings with defendant No. 1.
4. Internal management disputes of plaintiff No. 1 and their adjudication.

Issue-wise Detailed Analysis:

1. Restraining defendant No. 1 from preparing and circulating MRV-3 and subsequent MRVs without the plaintiff's publication "Punjab Kesari-Delhi":
The plaintiffs sought to restrain defendant No. 1 from preparing and circulating MRV-3 and subsequent MRVs without including "Punjab Kesari-Delhi". The plaintiffs argued that the MRV return submitted by plaintiff No. 3 for February 2002 was not incorporated in the MRV, which they claimed was a deliberate omission by defendant No. 1, preventing action against defaulting advertising agencies.

2. Mandatory injunction to include the name of "Punjab Kesari-Delhi" in MRVs from March 2002 onwards:
The plaintiffs also requested a mandatory injunction to include "Punjab Kesari-Delhi" in MRVs from March 2002 onwards based on the statement submitted by the plaintiffs. Defendant No. 1 argued that MRVs were traditionally received from the registered office at Jallandhar under the signatures of defendant No. 2, and the MRV for February 2002 signed by Vinod Verma was not in accordance with past practices.

3. Authority and representation of plaintiff No. 3 in dealings with defendant No. 1:
The plaintiffs asserted that plaintiff No. 3 was the appointed nominee for "Punjab Kesari-Delhi" and that defendant No. 1 was bound to act through plaintiff No. 3. Defendant No. 1 admitted that plaintiff No. 3 was the authorized representative for the annual handbook but not for MRV returns. The court noted that past practices showed MRV returns were submitted under a common letter signed by defendant No. 2, sometimes including signatures of plaintiff No. 3.

4. Internal management disputes of plaintiff No. 1 and their adjudication:
The defense argued that the dispute pertained to the internal management of plaintiff No. 1 and should be addressed before the Company Law Board, where proceedings under Section 397 of the Companies Act were already pending. The court agreed, emphasizing that interim orders should maintain the status quo ante and not alter existing practices.

Conclusion:
The court concluded that the evidence suggested MRV returns for all four publications were submitted under a covering letter signed by defendant No. 2 before May 7, 2002. The plaintiffs' actions sought to alter this practice. Therefore, the court decided not to grant the interim relief requested, as it would disturb the existing status quo. Additionally, the court noted that the dispute related to internal affairs and management of plaintiff No. 1, which was already under adjudication by the Company Law Board. Consequently, I.A. 6084/02 was dismissed with no costs.