TaxTMI 
TaxTMI 
2022 (10) TMI 1083
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.... family structure of late Sh. Sanmukh Singh Batra. Late Sh. Sanmukh Singh Batra had two sons, namely Jaspal Singh Batra and Ravinder Pal Singh Batra. Jaspal Singh Batra has three sons, viz. Harjot Batra, Jaspreet Singh Batra and Gurjot Batra and Ravinder Pal Singh Batra has two sons, being Prabhdit Singh Batra and Hardit Batra. 3. Prabhdit Singh Batra and his brother Hardit Singh Batra are the partners of the defendant firm. At the time of filing of the present suit, the plaintiff company was controlled by late Sh. Sanmukh Singh Batra and after his demise, it appears that the plaintiff company is in the control of the sons of Jaspal Singh Batra. 4. Briefly, the plaint was filed on behalf of the plaintiff based on the following pleadings: (i) The defendant, being a registered partnership firm, approached the plaintiff company for letting out a portion of the ground floor and basement of the property bearing No.A-41, Naraina Industrial Area, Phase-2, New Delhi-110028 (suit property). A lease agreement dated 1st April, 2007 (Lease Agreement) was entered into between the plaintiff company and the defendant firm. (ii) The defendant firm was to pay a rent of Rs.2,....
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.... (v) A Memorandum of Understanding dated 20th December, 2007 (MoU) was executed between late Sh. Sanmukh Singh Batra and his two sons Jaspal Singh Batra and Ravinder Pal Singh Batra, whereby the Lease Agreement was cancelled. (vi) Originally, Batra Art Press, a firm of which late Sh. Sanmukh Singh Batra was the proprietor till 8th April, 1975, was allotted the suit property by the Delhi Development Authority (DDA). (vii) On 9th April, 1975, business of the aforesaid firm was converted into a partnership firm with Jaspal Singh Batra, the elder son of late Sh. Sanmukh Singh Batra, as its partner. Subsequently, Jaspal Singh Batra retired in 1976 and Ravinder Pal Singh Batra, the younger son of late Sh. Sanmukh Singh Batra was inducted as a partner. (viii) Thereafter, late Sh. Sanmukh Singh Batra gifted undivided half share in the suit property in favour of Prabhdit Singh Batra, son of Ravinder Pal Singh Batra, vide gift deed dated 14th May, 1999. On the same day, the remaining half of the undivided share in the suit property was gifted to Jaspreet Pal Singh Batra, son of Jaspal Singh Batra. (ix) On 27th September, 2002, the plaintiff compan....
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....al Singh Batra and W.P.(C)1504/2008 filed on behalf of the defendant firm, supported by an affidavit of Ravinder Pal Singh Batra. 8. In view of the above, it is submitted that the defendant firm has no legal right to be in possession of the suit property. The tenancy has been duly terminated and no reply was given by the defendant firm to the said notice. After expiry of the lease deed, the tenancy of the defendant firm continued on a month-to-month basis. Reliance is placed on judgment in Payal Vision Ltd. v. Radhika Choudhary, (2012) 11 SCC 405 to submit that once the existence of landlord and tenant relationship is admitted and the tenancy is terminated, the plaintiff is entitled to a decree of possession under Order XII Rule 6 of the CPC. To similar effect are the judgments in Asha Narang v. HAFCO Brass USA, 2013 (137) DRJ 590, Sky Land International Pvt. Ltd. v. Kavita P Lalwani, (2012) DLT 594 and Maria Margarida Sequeria Fernandes v. Erasmo Jack de Sequeria (Dead) through L.R.'s, (2012) 5 SCC 370. 9. Reliance is also placed on the judgment dated 31st July, 2020 passed by the Supreme Court in Civil Appeal No.7764/2014 titled Ravinder Kaur Grewal v. Manjit Kaur in suppor....
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....rs of the plaintiff company, holding 50% share each. The conveyance deed dated 30th October, 2002 also notes that the parties shall not part with the shares in the plaintiff company without permission of the DDA. (vii) The real owner of the suit property was Sanmukh Singh Batra, who died intestate and therefore, both of his sons would have shares in the suit property. (viii) The plaintiff company was, at all points of time, a closely held family company and in the nature of a quasi-partnership. The real owner of the suit property was late Sh. Sanmukh Singh Batra, who died intestate during the pendency of the present suit. (ix) The shares of Smt. Balwant Kaur Batra, wife of late Sh. Sanmukh Singh Batra wrongfully transferred in favour of late Sh. Sanmukh Singh Batra and this is subject matter of proceedings before the National Company Law Tribunal (NCLT). (x) Against his removal as a director, Prabhdit Singh Batra has filed a petition before the NCLT, which is pending adjudication. 12. I have considered the rival submissions. 13. While examining an application under Order XII Rule 6 of the CPC, the court has to see whether clear and categori....
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....2007 to the year 2014 would only show that some amount of rental income was received/receivable by the plaintiff company. The only entries in respect of yearly "Lease Rent" in the various balance sheets of the plaintiff company reflect a maximum amount of Rs.3,84,000/- for the year ending on 31st March, 2009 and which amount also progressively declined in the following years. Further, the accounts of the defendant firm that have been placed on record pertain to the years prior to execution of the Lease Agreement. Therefore, none of these documents show that any rent was being paid or was payable by the defendant firm to the plaintiff company under the Lease Agreement. 16. The defendant has also placed on record the MoU dated 20th December, 2007 signed by late Sanmukh Singh Batra and his two sons. The relevant recitals of the said MoU are set out below: "This Memorandum of Understanding is with reference to the lease agreement between Arrena Overseas Pvt. Ltd., Batra Art Press and Welco Overseas Pvt. Ltd. For the monthly rent of Rs.250,000/- each, with effect from 01st April 2007. The only purpose of both the lease agreements were for getting Financial Loans fro....
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....ny at the time of its incorporation. His grandfather, Sanmukh Singh Batra, by exercising undue influence got transferred 34,500 shares i.e. 69% shares of the plaintiff company in favour of his wife Smt. Balwant Kaur Batra and subsequently, got the said shares transferred in his favour on 20th June, 2013. It is the case of the defendant firm that Prabhdit Singh Batra did not sign any documents for the said transfers. It is also the case of the defendant firm that late Sh. Sanmukh Singh Batra fraudulently transferred the said shares in the name of Smt. Balwant Kaur Batra in his favour as Smt. Balwant Kaur Batra has been suffering from Alzheimer's since 2011. Prabhdit Singh Batra and his father were also removed from the Board of Directors of the plaintiff company on 31st December, 2014. 20. Challenging the aforesaid removal, and the illegal transfer of shares of Prabhdit Singh Batra in favour of Smt. Balwant Kaur Batra, a petition has been filed by Prabhdit Singh Batra before the NCLT, being CP No.46(ND)/2016. The NCLT vide order dated 26th April, 2018 in CP No.1/59/2017 filed by Jaspreet Pal Singh Batra appointed a Local Commissioner and directed that thumb impressions of Smt. Ba....
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....erty No. A-41, Naraina Industrial Area, Phase-II, New Delhi110028 as the property is in the name of the company of M/s Arrena Overseas Pvt. Ltd. The house tax receipt is annexed herewith as Annexure P-2." 24. A perusal of the aforesaid paragraphs would show that the plaintiffs therein have claimed to be co-owners of the suit property even though the said property is in the name of the plaintiff company. From the said pleading, it appears that the plaintiffs therein, Prabhdit Singh Batra and Hardit Singh Batra have claimed to be the co-owners of the suit property as the plaintiff company is a family-owned company and the real owner of the suit property was late Sh. Sanmukh Singh Batra. This is also borne out from the fact that the suit property was initially owned by late Sh. Sanmukh Singh Batra, who executed a gift deed in respect of the suit property in favour of his two grandsons from two different branches of his family, namely Jaspreet Pal Singh Batra and Prabhdit Singh Batra. Thereafter, a conveyance deed was also executed by Jaspreet Pal Singh Batra and Prabhdit Singh Batra in favour of the plaintiff company, transferring the suit property to the plaintiff company. The fac....
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....ples of quasi-partnership in a given case may be invoked. 231. The ratio of the said decision, with respect, cannot be held to be correct as a bare proposition of law, as was urged by Mr Desai, being contrary to larger Bench judgments of this Court and in particular Needle Industries [(1981) 3 SCC 333]. It is, however, one thing to say that for the purpose of dealing with an application under Section 397 of the Companies Act, the court would not easily accept the plea of quasi-partnership but as has been held in Needle Industries [(1981) 3 SCC 333] the true character of the company and other relevant factors shall be considered for the purpose of grant of relief having regard to the concept of quasi-partnership. 27. The aforesaid dicta of the Supreme Court has been relied on by me in NAS v. Delhi Guest House Services Private Limited and Others, 2022 SCC OnLine Del 3106, wherein I have observed that even though the suit property involved in the said case, on paper, was held in the name of the defendant no.1 company therein, the real owners of the said property were the family members and the defendant no.1 company was the alter ego of the defendant no.5 therein. 28. I....