2013 (10) TMI 621

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....o the dealings of all the assets and management of defendant No.1. By virtue of an agreement dated September 23, 1998, between themselves, plaintiff No. 2, defendant No. 2 and one Anil Kumar Mahensaria agreed to develop premises No. 6, Wood Street, Kolkata-700 016 which belonged to defendant No. 1 under a lease deed for 50 years. To the said agreement, defendant No. 1 was not a party but the right of defendant No.1 in the said property was dealt with. From a reading of the agreement of September, 1998 it will appear that its pith and substance is development of the only asset, i.e., the building at 6, Wood Street, Calcutta of defendant No. 1. As defendant No. 1 was not a party to the agreement there exists no cause of action against defenda....

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....the nature of framing of a scheme for the purpose of administration of the assets of defendant No. 1. Therefore, the suit in effect is for management and administration as control of defendant No. 1 has been taken by the minority shareholders. 4. Therefore, this suit cannot be dismissed, as all that is sought is protection of defendant No. 1 against the delinquent shareholders and the reliefs can be granted even shorn of the agreement. Therefore, this application warrants no order and the same be dismissed. 5. In reply counsel for defendant No. 1 submits that the scheme is not for administration of the shares of the company but its assets. As held in Mrs. Bacha F. Guzdar v. CIT [1955] 25 Comp Cas 1 (SC) a shareholder has no interest i....

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.... the suit. 9. The application of principles of partnership to the concept of company is not alien and while deciding the question of "oppression" the utmost good faith exercised by a shareholder will be relevant. Based on the said principles if a simpliciter declaration for cancellation was sought the bona fides of the plaintiff could not be doubted. By seeking framing of a scheme for administration of the asset of defendant No. 1, the plaintiffs are seeking to by-pass the provisions of the Companies Act which contemplates convening board meetings as any decision in respect of defendant No. 1 which is an asset company must be by a resolution. It is quite possible that such relief has been sought as the plaintiffs have been reduced to a m....