TMI Blog2009 (8) TMI 692X X X X Extracts X X X X X X X X Extracts X X X X ..... ht for by them in their injunction application. 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. As far as plaintiff No. 2, Ankur Sachdeva, is concerned, he does not even claim to have purchased any share from the society. So, he has also not been able to make out a prima facie case for grant of any ad interim relief to him. - IA NOS. 11235, 11671 OF 2006, 7514 AND 8816 OF 2007 IN CS (OS) NO. 1906 OF 2006 - - - Dated:- 6-8-2009 - P.K. BHASIN, J. Rajeev Sawhney, Vineet Jhanji for the Petitioner. Sandeep Sethi, Nitin Soni and Ms. Anuradha Chaudhary for the Defendants 1 to 6. ORDER 1. In this suit for permanent injunction, mandatory injunction and damages an ex parte injunction order was passed by this court on 6-10-2006 on the application of the plaintiffs (being IA No. 11235/06) under order XXXIX rules 1 and 2 read with section 151 of the Code of Civil Procedure, 1908 (CPC in short) restraining the defendants from representing themselves as share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 00 shares of the company in favour of the said society of which he continued to be the president till his death. Ch. Brahm Parkash s society thus became the major shareholder in the company. 4. Plaintiff Nos. 2 to 4 claim that defendant No. 1, Shaheed Memorial Society had initially acquired 500 shares of the company, out of the total share capital of 560 shares, by way of transfer from its own president late Ch. Brahm Parkash and then in 1983 the society was allotted 150 additional shares by the company but it is also their claim in this suit that all those shares were transferred by the society in the names of different persons during the period from 1968 to 1989 and it was left with no share of the company at the end of the year 1989 and, consequently, the name of the society was removed from the register of shareholders of the company and the plaintiffs case appears to be that thereafter the affairs of the company were being managed by the family members of Kishor Lal Sachdeva (who as per the case of the private defendants had long back resigned from the company) and their friends (who shall hereinafter be referred to as the Kishor group on whose behalf plaintiffs 2-4 appea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s been disowning the claim of the persons of the Kishor group of their being the shareholders/directors of the company and vice versa. Both the groups also started filing separate returns with the Registered Companies who in turn does not appear to have initiated any action despite having continued to receive returns from both the groups giving contradictory and conflicting information regarding the shareholders, directors, etc., of the company. If someone from Chaudhary group asked someone from the Kishor group as to how and why he/she was representing the company the answer go was Who are you to ask such a question and if somebody from the Kishor group asked similar question from some member of the Chaudhary group same reply was given, i.e., Who are you . But none of the groups claims to have acquired any property in the name of the company after the death of Ch. Brahm Parkash. 8. The society also initiated proceedings before the Company Law Board filing a petition under section 111(4) of the Companies Act, 1956. In that petition it was claimed by the society through Shri Siddharth Chaudhary, defendant herein, as its secretary, that the society had never transferred it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... out to be shareholders of the plaintiff company; and ( b )Issue a permanent injunction restraining the defendants 1-8, their agents and employees from representing and/or holding themselves out to be directors, agents or authorised representatives of the plaintiff company and restrain the said defendants from in any manner acting for and on behalf of or in the name of the plaintiff company or from using the letterheads of the plaintiff company; and ( c )Issue a mandatory injunction directing the defendant Nos. 1-8, their agents, employees and associates to forthwith handover all letterheads and other documents or instruments, stamps and seals created by them bearing the name of the plaintiff company or which may otherwise be in their possession and control and direct the destruction of the same; and ( d )Issue a mandatory injunction directing the defendant Nos. 9 and 10 to forthwith remove from the records maintained with the said defendant No. 9 in relation to the plaintiff company all forms including Form 32 (annexure-P17), Form 18 (annexure-P18), Form 2 (annexure-P19) and Form 5 (annexure-P20) and all such other unauthorized forms filed; and ( e )Issue a mandatory injunc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r 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 during the pendency of the present suit; and ( d )Pass an order directing the defendant No. 9 to accept the statutory forms, filings and returns only from the plaintiff company under the signatures of anyone of the plaintiffs 2, 3 4; and ( e )Pass an order directing the defendant No. 9 to preserve the entire record relating to the plaintiff company and to produce the same in court; and ( f )Permit the plaintiff to advertise and notify the public at large that the defendants are not authorized to act for and on behalf of the company in terms of prayers A B above; ( g )Pass ex parte ad interim orders in terms of the prayers ( a ) to ( e ) above; and ( h )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." 14. The stand of the defendants 1-8 in this case is that society never transferred its shares to anyone as was being claimed by the plaintiffs. In on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the company in the present suit by plaintiff Nos. 2-4 as one of the plaintiffs was not justified. 16. As far as plaintiff Nos. 2 to 4 are concerned, as noticed already, they claim to be the shareholders/directors of the company and are claiming in this suit that the society had sold its entire shareholding in the company by the end of the year 1989 to different persons and so its name had been struck off from the register of members of the company. That allegation is being refuted by the society in the present suit. However, that controversy is already pending decision before the Company Law Board, which is the authority competent to order rectification of the members register of a company, and plaintiff Nos. 2-4 are contesting the company petition filed by the society and so they had no good reason to start an independent fight on the same issue by filing the present suit. In the proceedings before the Company Law Board also they are claiming that the society had transferred all its shares to different persons and here also same plea is being put forth. The only difference is that in the proceedings before the Company Law Board they are the respondents while in the present ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... since the plaintiffs have come to the court claiming that the society had sold its shares to different persons it was its respon- sibility and burden to show to this court that there was any such sale transaction between the society and different persons and that too after passing of necessary resolutions by the governing body of the society and also by producing on record resolutions, if any, passed by the company approving of those transfers but no such documents have been produced by the plaintiffs which negatives their entire claim in the suit. It was also contended that before the Company Law Board it had been submitted on behalf of the company that its old records had been destroyed in a fire way back in the year 1975 while in the present case it was being claimed that necessary documents were in possession of the company which shows that whatever documents have been placed on record by the plaintiffs cannot be said to be genuine documents. 19. I am in full agreement with the submission of Mr. Sandeep Sethi that it was for the plaintiffs to have established, at least prima facie, that the society had sold all its shares of the company to different persons and that thos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... No. 11235/06. As far as IA No. 7514/07 is concerned the same has already been rendered infructuous since this court has already held while disposing of various contempt applications moved by the plaintiffs that those sale deeds having been executed in contravention of the ex parte injunction order passed in this suit on 6-10-2006 were non est. Since it has been held that plaintiffs have failed to establish a prima facie case for grant of any of the ad interim directions to the defendants, prohibitory as well as mandatory, their application filed for clarification of order dated 6-10-2006 (being IA No. 11671/06) has to be dismissed now and it is ordered accordingly. IA No. 8816/07 which was filed by some of the defendants for vacation of the ex parte injunction order dated 6-10-2006 stands allowed. 23. Although the right of the plaintiffs to get any interim relief has been negatived and the ex parte injunction order is being vacated but considering the facts and circumstances of the case to the effect that members of the Kishor group as well as the Chowdhary group are bent upon squandering away the valuable assets of the company without waiting for the final adjudica ..... X X X X Extracts X X X X X X X X Extracts X X X X
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