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TMI Blog2017 (1) TMI 1630X X X X Extracts X X X X X X X X Extracts X X X X ..... rectors and shareholders respondents 2-8, but several other parties. 2. Their prayers include inter alia: "(a) Setting aside Sale Deeds executed by Mr. Khayaali Ram and Mr. Dharam Dutt in favour of Respondent No. 9, Mr. Rajeev Puri, (an erstwhile associate of Respondent No. 2), and to declare the petitioner company as owner thereof; (b) to declare agreement dated 31.03.2006 executed between the Petitioner Company and Respondent No. 2 void being ultra-virus the objects of the Memorandum of Association of the Petitioner Company as also the contingent contract which otherwise has become unenforceable; (c) Lift the corporate veil from Respondent No. 1 and hold its business with Respondent no 30, M/s. K.K. Ropeways as competin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ulently usurp majority control of the Petitioner Company under the garb of increasing its capital. Various acts of fraud and misfeasance have been attributed to Respondents 2 to 4 which are also a subject matter of CP 144/2007. 4. The crux of the allegation is that Respondent No. 2, during his tenure as the Director of the Petitioner Company No. 1 got sale deeds of various pieces of land parcels executed in favour of respondent No. 1 or his nominees instead of getting it executed directly in favour of the Petitioner No. 1 Company. Respondent No. 2, being a majority stakeholder in the Respondent No. 1 Company, is accused of setting up competing business with that Petitioner No. 1 Company, breaching the fiduciary relationship and the trust r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s questioning the locus of the petitioners as shareholders of petitioner No. 1 itself. The respondents repudiate that the petitioner No. 2 is either a director or a shareholder of the Petitioner Company. Reliance is made on the agreement dt. 31/03/2006 recording the transfer of major equity in favour of Respondent No. 2, as also on the admissions made by the deceased wife of the petitioner No. 2 in various proceedings before different courts. Respondent No. 2 asserts holding 51% equity in the Petitioner Company. Since this fact was disputed the Hon'ble High Court of Delhi in Arb. P 93/2008, vide its order dated 29th. Feb. 2008 set up an arbitral panel to decide the same. Further, orders passed in OMP No. 63 of 2010 (a petition under sec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e acts of the Respondents prejudicially effect the interest of Petitioner No. 1, they too are affected by the same. It is argued by Mr. Deepak Khosla that the view formed that a shareholder can only proceed against the company in which he holds interest is based on an erroneous practice that a petition can be filed only for the benefit of the company and not by individual shareholders. Seeking protection of a company's right can be invoked by any shareholders because it means consequential devolution of interest on them. 10. In respect of the Resolution authorising filing of the present petition, there is none on record, neither is there any averment made in this respect. The petitioner maintains that the same is not required in the fa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a defendant. The substance of allegations made by Petitioners 2 to 6 in a derivative capacity, for and on behalf of Petitioner No. 1 can be adjudicated in civil proceedings only. The reliefs claimed are by way of Declaration or Injunction on principles of Non Compete between two business entities. The allegations of the petitioners are of breach of fiduciary relationship. The respondents controvert it and allege breach of an agreement. Such a dispute can be adjudicated only in civil proceedings. 13. Similarly, in respect of the locus of the other petitioners as shareholders, other than averments, there is no document to substantiate the Resolution approving the transmission of the shares of late Mrs. Sonia Khosla, or the transfer of share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to it in this behalf, waive all or any of the requirements specified in clause (a) or clause (b) so as to enable the members to apply under section 241. (2) Where any members of a company are entitled to make an application under sub-section (1), any one or more of them having obtained the consent in writing of the rest, may make the application on behalf and for the benefit of all of them." 15. The petitioners have candidly admitted that neither petitioner No. 1 nor the other petitioners are shareholders of Respondent No. 1 Company. I therefore find the present petition not maintainable. 16. It would not be out of place to observe that the allegations made in the present petition are almost the same as in CP 114/2007, which is st ..... X X X X Extracts X X X X X X X X Extracts X X X X
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