2014 (5) TMI 1149

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....being IA No.10718/2013 of the defendant / respondent no.2 Universal Weather and Aviation Inc. Texas, USA under Order 1 Rule 10 of the Civil Procedure Code 1908 and deleting the defendant / respondent no.2 from the array of defendants in the suit, holding the defendant / respondent no.2 to be neither a necessary nor a proper party to the suit. 2. Notice of the appeal was issued. 3. We have heard the counsel for the parties. 4. The appellant / plaintiff instituted the suit from which this appeal arises pleading:- (i) that the appellant / plaintiff joined the defendant no.1 Company on 9th July, 2007 as Chief Finance Officer; (ii) that the defendant no.1 Company is a 100% subsidiary of the defendant no.2; (ii....

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.... the resignation was tendered by Plaintiff vide email dated 06.05.2011 to Defendant No.2 Company"; (viii) on 23rd May, 2011one Mr. Sanjay Gautam took over the custody of records from the appellant /plaintiff; (ix) that though the appellant / plaintiff was required as of legitimate procedure to serve the statutory notice period of three months in terms of employment contract, i.e. till 5th August, 2011 but the defendant no.1 Company hired a new person for her post before the end of the notice period, humiliating the appellant / plaintiff; and, (x) "it is submitted that the plaintiff was terminated vide email dated 09.06.2011 by Mr. Michael Huchinson, Regional Directors of Operations, Asia Pacific Region, Defendant ....

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....uld have been done by the defendant no.1 Company only and not by the defendant no.2. 8. We remain unimpressed. The first of the aforesaid argument is against the very grain of Company Law. A Company is a distinct legal entity from its shareholder, even if all the shares are held by one person only. Thus, merely because the defendant no.2 holds 100% of the shareholding of the defendant no.1 Company, would not make the defendant no.2 liable for the dues and acts of the defendant no.1. Admittedly both defendant no.1 and defendant no.2 are separate legal entities. No case for piercing of the corporate veil is made out. The Supreme Court in Vodafone International Holding B.V. Vs. Union of India (2012) 6 SCC 613 (para 101) has held that a Comp....