TaxTMI 
TaxTMI 
2022 (7) TMI 663
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....Avadh Projects (proposed respondent no. 6) as a party in the main company petition on the ground that said M/s. Avadh Projects has purchased the assets of the respondent no. 1 company during the pendency of the main company petition when there is an order of status-quo to maintain the fixed assets of the company. It is also alleged that respondent no. 1 company sold the assets to M/s. Happy Home Corporation (proposed respondent no. 5) initially (i.e., CA 153 of 2015) and, thereafter, proposed respondent No. 5 sold the same to proposed respondent no. 6 (i.e., IA 50 of 2021). 2. The notices were served upon the proposed respondent no. 5 and respondent no. 6. Both appeared and filed their replies objecting to the prayer made therein. 3. We h....
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....unsel Mr. Pavan S. Godiawala for the proposed respondent no. 5 submitted that the assets are sold by the company following all the required procedures under the Company Law. The proper resolution was passed by the Board of Directors to sell the assets of the company. Notice was published prior to the sale. He further submitted that, in fact, the main company petition itself is not maintainable because the petitioner does not have the requisite percentage of the share to file and maintain the petition. The petitioner is not proceeding with the hearing of that issue but tried to wide the scope of litigation by filing such applications. He would further contend that when the main petition itself is not maintainable then how any interim applica....
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....tes pending in between the Directors/Shareholders of respondent no. 1 company. It cannot be dragged into the company petition. The proposed respondent no. 6 is not a necessary party in this proceeding. She also prayed that the application may be rejected. 8. At the outset, we note that proposed respondent no. 5 and proposed respondent no. 6 are completely stranger to the respondent no. 1 company. They are in no way concerned with the affairs of the respondent no. 1 company in any manner. Generally, such persons cannot be made as a party in the proceeding under section 397-398 of the Companies Act, 1956 (now under section 241-242 of the Companies act, 2013) wherein there are allegations in general by the minority shareholders against the ma....
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....s done with an only malafide intention to snatch valuable rights of the plaintiff and for which the defendants' have no legal right to do so and therefore the same is required to be cancelled....". In that suit, the petitioner had filed another application for an interim injunction which was rejected by the learned Civil Court vide order dated 27.02.2017. In that order, the learned Civil Judge observed that the plaintiff (petitioner herein) has no prima-facie case. This finding is obviously relating to the petitioner's claim that the sale deed is void. That order is carried in appeal. Now, that appeal is pending before the Hon'ble Gujarat High Court. The Hon'ble Gujarat High Court did not stay above findings of the learned ....