TaxTMI 
TaxTMI 
2022 (1) TMI 1454
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....74-375/2022 4. Present suit is filed for perpetual injunction against defendants No.1 to 5 restraining them from using the name and goodwill of defendant No.6. The basis of the entire suit is defendant No.1 is using the vehicle of defendant No.5 and is diverting the business form defendant No.6 company, wrongfully to defendant No.5, using the name and goodwill of Hi Tech Audio Systems Private Limited/defendant No.6 which has been created by lots of efforts over several decades. It is alleged, the plaintiff and defendant No.1 are 50% share holder of defendant No.6 and that defendant No.1 is instrument in creating defendant No.5 namely Hi Tech AVI India LLP in the name of his son and daughter-in- law and thus diverting substantial business ....
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....ment of a legal advisor and a company secretary, whereas both these appointments were already made on 06.09.2021 and merely an intimation was given to plaintiff despite he being a 50% shareholder of company. The plaintiff on 22.09.2021 had protested qua their appointment. 7. The learned counsel for the plaintiff has also taken me to a hand written note dated 21.02.2020 sent by defendant No.1 wherein he had taken over all major functions of the company without consulting the plaintiff and thus usurping all powers of the Board, including diverting of business of defendant No.6. Hence, a notice dated 16.10.2021 was sent by the plaintiff to defendant No.1 for his conducting of business in an oppressive manner - and also qua diversion of busine....
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....e the goodwill of the company wherein she was also one of the directors. 10. It is argued the plaintiff presently, is seeking the relief only against the defendant No.5, which cannot be claimed before the NCLT and defendant No.5 be injuncted not to use the name HI Tech, which belong to his company i.e. defendant No.6. 11. On the other hand, Mr.Sandeep Sethi, learned senior counsel for defendants No.1, 4 & 6 has argued the entire plaint deals with allegations of mismanagement by defendants No. 1 & 4 and their acts being oppressive to defendant No.6 company. He argued this Court has no jurisdiction in cases of oppression and mismanagement by the director(s) of the company and thus relied upon Section 430, 241 and 242 of the Companies Act, 2....
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....ware of the creation of the LLP in August 2020, yet delayed the filing of this suit. He referred to ICP Investments (Mauritius) Ltd. vs. Uppal Housing Pvt. Ltd. & Ors 2019 SCC OnLine Del 10604 wherein the Court held in India Section 241 not only provides a member to approach the NCLT when the affairs of the company are being conducted in a manner prejudicial to a member or any other member or members but also when affairs are being conducted in a manner prejudicial to public interest and interests of the company itself. Thus, it held a derivative action can be filed before the NCLT to protect the interest of the company within the ambit of Section 241 of the Companies Act and a civil suit would not be maintainable. 16. I have heard the arg....