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TMI Blog2009 (8) TMI 692X X X X Extracts X X X X X X X X Extracts X X X X ..... x parte injunction order which had been passed by this court (for which act some of the defendants have already been held guilty by this court). By this common order those two applications as well another application (being IA. No. 11671/06) also filed by the plaintiffs for some clarification in the order dated 6-10-2006 and one application under Order XXXIX rule 4 CPC (being IA No. 8816/07) filed by defendants 2-6 and 8 are being disposed of. 2. Some relevant facts culled out from the pleadings and the documents of the parties available on record may first be noticed. One company by the name of Capital Land Builders (P.) Ltd. (hereinafter referred to as 'the company') came to be floated in the year 1959. One of the objects of the company was to acquire, purchase or take on lease lands and to develop the same into sites for residential, industrial and other purposes and to sell or lease out such sites. At the time of incorporation of the company only two persons had signed its memorandum of association and articles of association as the original subscribers. One of them was defendant No. 8, Smt. Satya Chaudhary, who was the wife of Ch. Brahm Prakash, the first Chief Minister of De ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... after the death of Ch. Brahm Parkash his sons got together and formed a separate group along with their friends (hereinafter to be referred to as the 'Chaudhary group' for whom defendants 2-8 are fighting this battle) and they started taking interest in the affairs of the society as well as the company which their father was looking after during his lifetime. They started representing to the Registrar of Companies that the society was still the shareholder of the company and being the major shareholder its office bearers were the persons who only could manage the affairs of the company. The plaintiffs claim that they had on the other hand, also represented to the Registrar of Companies that the society being not the shareholder of the company could not lodge any complaint regarding the affairs of the company and so the same should not be entertained and at its instance the company should not be called upon to answer any queries and further that illegal returns filed by the society should be removed from the company's records maintained in the office of the Registrar of Companies. Both the groups also appear to have constituted separate board of directors of the company. In that way ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ociety started claiming itself as the shareholder of the company and defendants 3-6 as the directors of the company being the office bearers of the society by representing to everyone that the society still was the major shareholder of the company holding original 500 shares. They constituted their own board of directors of the company and defendants 3-6 were shown to have been appointed as its directors on 10-3-2006 and the Registrar of Companies was also informed of that development. Defendant No. 4, Ajay Yadav, thereafter claiming himself to be a director of the company wrote a letter dated 26-5-2006 addressed to defendant No. 2, Ajay Chaudhary, as the president of the society acknowledging that society continued to be the shareholder of the company. In view of that admission of the status of the society the company petition before the Company Law Board came to be withdrawn on 29-5-2006 by the counsel for the society. 10. However, Shri Siddharth Chaudhary who had earlier filed that petition moved a fresh application before the Company Law Board for revival of its petition which was withdrawn on 29-5-2006 and I was told during the course of arguments that application of Siddhart ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lsification of the plaintiff company's records with the defendant No. 9 by the filing of the various falsified forms as aforesaid or otherwise; and (f)Issue a mandatory injunction directing the defendant Nos. 1-8 to disclose (i) all transactions entered into by them in the name of the plaintiff company and/or on its behalf, and (ii) details of all bank accounts opened by them in the name of the company; and (g)Issue an order of permanent prohibitory injunction restraining the defendants 1-8, their servants, agents or assigns from appropriating and/or using any funds or dealing with any assets of the company including funds wrongfully obtained by them in the name of the company; and (h)Award damages to the plaintiff company against the defendant Nos. 1-8 and hold the said defendants jointly and severally liable to pay the same; and (i)Award costs of the suit to the plaintiffs; (j)Grant all such other reliefs which the Hon'ble Court deems fit and proper in the facts and circumstances of the case be allowed in favour of the plaintiffs and against the defendants." 13. Along with the plaint an application under order XXXIX, rules 1 and 2 CPC, for the following ad interim direction ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... later on that trust was breached and Ch. Brahm Parkash was back-stabbed and rendered penniless. It was complained that Kishor Lal Sachdeva taking undue advantage of the old age of late Ch. Brahm Parkash and ill health and the trust reposed in him by Ch. Brahm Parkash had after resigning from the company formed a group to take over the entire assets of the company and to fulfil that evil design colluded with the former secretary of the society, Raghunath Singh and had been preparing false documents after Raghunath Singh had resigned as the secretary of the society showing transfer of shares of the society to different persons. 15. Having noticed the facts giving rise to this suit the question which now arises for this court to decide is whether the plaintiffs have been able to make out a case for grant of the ad interim directions sought by them against the defendants. From the foregoing narration, it is evident that this is not a case where some shareholders or directors of a company are fighting against some shareholders or directors alleging mismanagement of the affairs of the company or oppression. This is a fight between individuals, plaintiff Nos. 2-4, on the one side, and d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... te has been used as an entry pass by these plaintiffs and their associates for entering into the management of the company. 17. In any event, plaintiffs 3 and 4 each claim to have purchased twenty shares of the company from the society in the year 1974. However, to establish, even prima facie, their claim of having purchased these shares from the society they have not placed on record any document which could show that the society's governing body had at any time taken the decision to sell its forty shares to them. They have also not placed on record any resolution of the company having agreed to accept the transfer of shares from one shareholder to someone who was neither the family member of the transferor nor an existing shareholder of the company, which is the requirement for a valid transfer of shares of the company under its articles of association. So, the plaintiff Nos. 3 and 4 have failed to show any right, even prima facie, to claim various ad interim reliefs against the defendants. 18. It was, however, seriously contended by Shri Rajeev Sawhney, learned senior counsel, for the plaintiffs, that the entire controversy could have been easily set at rest by defendants 1-8 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... are certificate in respect of those 500 shares will not, in my view, give any strength to the case of the plaintiffs entitling them to grant of any of the interim directions sought for by them in their injunction application. 20. I am also of the view that even if it is accepted that plaintiff Nos. 3 and 4 had purchased 20 shares each of the company from the society, as is being claimed by them, they would still not be entitled to get any injunction order or any other direction against any of the defendants. The society is continuing to claim that it is the major shareholder of the company and even if 40 shares allegedly purchased by the plaintiffs 3 and 4 are excluded from the shareholding of the society it would still be a shareholder of the company to the extent of 610 shares since as per the plaintiffs own case the society initially had 500 shares and 150 additional shares were also allotted to it in the year 1983. No other person has come forward to refute the claim of the society that it had not sold its shares to anybody. If actually there were genuine purchasers of the society's shares they would have come forward to put forth their claim of being shareholders of the compa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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