TaxTMI 
TaxTMI 
2025 (7) TMI 1343
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....on/variation of the aforesaid order dated 22.01.2024. The relevant excerpts from the order dated 26.04.2024 whereby liberty was granted by the Division Bench to the defendants/applicants reads as under: "3. Present application has been filed on behalf of respondent nos.1, 3 and 4 ("applicants") seeking modification of the consent order dated 22nd January, 2024 passed by this Court and seeking a direction to the appellant-plaintiff to maintain status quo with regard to the assets of the appellant company. xxx xxx xxx 6. The relevant portion of the order dated 22nd January, 2024 reads as under:- "1. Learned counsel for the parties are in agreement that the appellant-M/s Capital Land Builders Pvt. Ltd. can sell the land or property on the following terms:- xxx xxx xxx (ii) No sale of land will be made below the circle rate and entire consideration towards sale of land will be received through ordinary banking channels in accordance with law i.e. Cheque or RTGS. Capital Land Builders Pvt. Ltd. will furnish details of the sale transaction before this Court. In the event it is discovered that cash transaction towards sale of land has ....
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....case of plaintiffs that the Society transferred all its shares to various parties between the years 1968 to 1989, thereby leaving it with no shareholding in the Company. Consequently, name of the Society was removed from the Register of Members, and ROC was notified regarding the same at the relevant time. Annual return filed by the Company with ROC for the period 1989-90 and the subsequent years thereafter do not show Society as a member. The plaintiffs state that the aforesaid fact was never questioned by the Society or any of its members including Chowdhary Brahm Prakash as president of the Society. 2.4. It is stated that Sh. Kishor Lal Sachdeva was one of the first two subscribers of the Company with five shares, while the remaining ten shares were in the name of Smt. Satya Chowdhary, wife of Ch. Brahm Prakash. It is stated that the affairs of the Company have been managed by Sh. Kishor Lal and his family since 1989, after the Society lost its entire shareholding. In this regard it is stated that plaintiff nos. 3 and 4 bought 20 shares each from the Society in the year 1974 and plaintiff nos.2 to 4 became the directors of Company between the years 1982 and 2005 as borne out ....
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....8 had been filed with the ROC without authority, thus falsifying the records of the Company. It is in this backdrop that the present suit for injunction and damages came to be filed by the plaintiffs against the defendants. 3. The defendant no. 1/Society filed its written statement questioning the bona fide of the list of shareholders of the Company. It is averred by the Society that the list of shareholders given in the plaint is false as the Society, in spite of holding 500 shares of the Company, has been omitted from the list of shareholders and the shares have been illegally transferred to various current shareholders of the Company. 4.0. The suit along with an application under Order XXXIX Rules 1 & 2 of CPC on behalf of the plaintiffs, was first listed on 06.10.2006. While issuing notice to the defendants, this Court granted plaintiffs an ex-parte ad interim order, thereby restraining the defendants from representing themselves as shareholders/representatives of the Company till further orders. Subsequently, vide order dated 30.10.2006, this Court recorded the statement of the defendants that they will not hold any Extraordinary General Body Meeting of the Company. 4....
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....o.7483/2015 and two other I.As] stating change in circumstances to the effect that new information had been received which strongly suggested forgery of the share transfer deeds vide which the shares of the Society were sold away. Till the pendency of the applications, the Court vide order dated 04.02.2019, restrained parties from selling or alienating the properties of the Company. 4.6. This Court disposed of the said applications by a common order dated 07.03.2019, wherein it was observed that the question as regards forgery of transfer deeds is already a subject matter of the suit for declaration filed by the Society pending before District Court and present suit pertains only to the injunctions sought against defendants. Holding plaintiff nos.2 to 4 as the de facto directors/shareholders of the Company, the Court went on to place a status quo on sale of the properties of Company, in an attempt to protect the right of the defendants, accruing thereupon in the event that they succeed in their claim. 4.7. The Company preferred an appeal against the aforesaid order dated 07.03.2019 passed by the learned Single Judge, which came to be registered as FAO(OS) 90/2019. During pend....
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.... the order dated 22.01.2024. 6. It is further alleged that in order to verify the said information, defendant no.3 requested one Mr. Grijesh Singh to make inquiries for purchase of land belonging to the Company in Kailash Colony Area in Shahdara, Delhi and to record the audio/video of the discussion which would so unfold with the officials of plaintiff no. 1. Accordingly, Mr. Grijesh Singh contacted one Mr. Pramod Sharma, who is stated to be a local property dealer in the aforesaid area, posing as an interested buyer looking to purchase plots/land in Kailash Colony, Shahdara. Mr. Pramod Sharma, at the insistence of Mr. Singh, allegedly gave the contact number of Mr. Manoj Bansal who is the Manager/Authorized Representative of Company to Mr. Grijesh Singh. 7. It is the case of the applicants that subsequently, Mr. Manoj Bansal was contacted by Mr. Grijesh Singh regarding purchase of a plot in said Kailash Colony and a meeting was fixed for 15.03.2024 at the registered office of the Company at 5, Doctors Lane, Gole Market, New Delhi - 110001. 8. Thereafter, on 15.03.2024, Mr. Grijesh Singh along with one Mr. Ram Niwas Sharma seemingly visited the registered office of the Com....
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.... has openly demanded illegal cash for sale of properties under the impression that Mr. Grijesh Singh and Mr. Ram Niwas are bona fide purchasers. 14. Mr. Ashish Mohan submits that the plaintiffs are offering to sell land of the Company at significantly undervalued price and taking balance consideration in cash. He submits that if, eventually, the defendants succeed in the present suit, the undervaluation of the sale transaction would cause irreparable loss to the defendants/applicants, as only a fraction of the actual market value of the properties would become available to the applicants. 15. He submits that the interim arrangement was made to balance the equities between the parties and plaintiffs have abused such concession. He submits that in view of the aforesaid acts, plaintiffs are not entitled to an equitable relief, there can be no new arrangement, and position has to revert back to the earlier interim direction that was put in place vide order dated 07.03.2019 passed by this Court. 16. He submits that the Company, through its director Ms. Alka Sahni, had also entered into a sale transaction with Ms. Usha Rani in respect of Company's land, however, the Sub-Registra....
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.... submits that the said review application was also dismissed by the Division Bench vide order dated 01.01.2011 passed in Rev. Pet. No. 153/2011. A special leave petition was then filed against the said order which was also dismissed by the Hon'ble Supreme Court. 22. He submits that subsequently, an application being I.A.No.7483/2015 was filed by the defendants seeking modification of the order of the Division Bench dated 06.11.2009, by suppressing the fact that the alleged ground of transfer forms being ante dated on the basis of the print date of stamps affixed thereon, was specifically taken before the Division Bench in the review application, which already stood dismissed. He submits that the order dated 07.03.2019 came to be passed by this Court on the said application of the defendants thereby restraining all parties, including the plaintiffs and the defendants, from dealing with, alienating, encumbering and/or parting with any of the assets or properties of the Company. 23. Mr. Ganju submits that insofar as the submission of the applicants that there is wilful disobedience of the orders of this Court as direction had been sought against the Sub-Registrar, in the writ, t....
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....noj Bansal to execute sale deeds on behalf of the Company. 28. He submits that even the director of the Company Smt. Alka Sahni, who had executed the aforementioned sale deed in favour of Smt. Usha Rani, had done so on the basis of a special resolution of the Board of Directors authorising her to execute the said sale instrument. 29. Mr. Vikas Dhawan, learned Senior Counsel, who also represents the plaintiffs/non-applicants submits that the plan hatched by the defendant no.3, Shri Arjun Chowdhary, was purposefully designed to entrap an unassuming employee of the Company and was carried out with the aim to somehow avoid the consent order passed by the Division Bench on 22.01.2024. 30. He submits that soon after the said consent order, the defendants entered into a conspiracy with Mr. Grijesh Singh and Mr. Ram Niwas to target Mr. Manoj Bansal, an employee of the Company who has only been looking after the legal affairs of the Company and was not authorised to deal with any property of the Company. 31. He submits that the transcripts filed along with the present application suggest that the co-conspirators namely, Mr. Grijesh Singh and Mr. Ram Niwas, purportedly approached....
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....ved by the Division Bench vide order dated 06.11.2009 in FAO(OS) 337/2009. 36. In rejoinder, Mr. Ashish Mohan submits that reliance placed by the plaintiffs on the decision in Ashish Kumar Dubey (supra) is misplaced inasmuch as the said decision was in the backdrop of a criminal case. Further, the said case pertained to analog records and not electronic records, as in the present case. 37. He submits that in view of the decision of Hon'ble Supreme Court in Arjun Panditrao Khotkar v. Kailash Kushanrao Gorantyal & Ors., (2020) 7 SCC 1, secondary evidence in the form of electronic record is admissible in terms of Section 65B of the Indian Evidence Act, 1872 without production of original. He submits that the decision in Arjun Panditrao Khotkar (supra) also distinguishes between analog and electronic record. 38. Insofar as the plaintiffs' contention that Mr. Manoj Bansal has no authorisation in his favour from the Company, therefore, any negotiations with Mr. Manoj Bansal were without authority, he submits that Mr. Manoj Bansal is the manager and authorised representative and Power of Attorney holder of Company fully authorised by Board Resolution dated 15.03.2020 to sell the ....
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....m the facts and evidence placed on record. 45. I have gone through the relevant records and considered rival contentions of the parties. In sum and substance, the grievance articulated by the defendants in the present application is that there is prima facie evidence on record to suggest that the Company's directors are likely to sell the properties owned by the Company, through and in collusion with its employees, by undervaluing the properties for the purposes of registration and taking huge portion of the actual/balance sale consideration in the form of cash, which cannot be accounted for in case the defendants/applicants succeed in the present suit, thereby causing them irreparable harm. 46. It is trite that the relief of interlocutory injunction is an equitable relief granted by the court in order to preserve the status quo of the last non-contested status which preceded the pending controversy until the final hearing, when full relief may be granted. The courts must exercise judicial discretion while considering any application under Order XXXIX of CPC, in light of the facts and circumstances of each case. The court inter alia ought to analyse the comparative inconvenie....
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....d for clarification of order dated 06-10-2006 (being IA No. 11671/06) has to be dismissed now and it is ordered accordingly. IA No. 8816/07 which was filed by some of the defendants for vacation of the ex-parte injunction order dated 06-10-2006 stands allowed. 23. Although the right of the plaintiffs to get any interim relief has been negatived and the ex-parte injunction order is being vacated but considering the facts and circumstances of the case to the effect that members of the Kishor Group as well as the Chowdhary Group are bent upon squandering away the valuable assets of the Company without waiting for the final adjudication of their respective claims this Court feels that at least during the pendency of this suit neither the plaintiffs nor defendants 1-8 should be permitted to dispose of the assets standing in the name of M/s. Capital Land Builders Pvt. Ltd. in any manner. They would, therefore, stand restrained from disposing of any property of the said Company during the pendency of the suit." (emphasis supplied) 49. Both parties went in appeal [FAO(OS) 337/2009 and FAO(OS) 423/2009] before the Division Bench against the said order and the same was s....
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....documents filed by the appellants clearly show that after 1989 there is no shareholding reflected of the group of the respondents. Without first getting their rights to be entered into the shareholders register established the respondents cannot have a say in the running of the Company. 35. It is trite to say that the said Act is comprehensive enough to look after the aspects of management of the affairs of a Company. In case of an allegation of mismanagement the minority group, if has sufficient members, can always move the Company Law Board. The Company is a separate legal entity and it is not as if any shareholder irrespective of its percentage of shareholding can interfere with the affairs of the Company. They would, of course, have a right to speak in a shareholders meeting. The very pre-requisite of being a shareholder was absent in the case of the Society and thus as a recourse to their grievance they rightly preferred the Company Petition under Section 111 of the said Act before the Company Law Board. For the reasons best known to them they abandoned that remedy. During the pendency of that Petition they surreptitiously tried to steal a march by manipulating docume....
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....d I.A. No.4355/2019] seeking vacation of the injunction order of Division Bench inter alia alleging that information obtained subsequently under Right to Information Act, 2005 reveals that the stamps affixed on the transfer deeds, relied upon by the plaintiffs to claim sale of shares held by Society, had been printed in the year 1978 and 1979 whereas the transfer deeds themselves were executed between the years 1968 to 1974. It was contended that the aforesaid shows that the share transfer deeds are forged and fabricated. 52. While disposing of the said applications of the defendants, this Court reiterated the view taken by the Division Bench in its aforesaid order dated 06.11.2009, and observed that till the time records are not rectified under Section 111 of Companies Act, 1956, plaintiff nos. 2 to 4 would remain the de facto directors/shareholders of the Company. The Court also observed that the Society has already instituted a suit for declaration in regard to the forgery and till any decision is forthcoming in that suit, it cannot be said that the defendants are prejudiced in any manner if plaintiff nos. 2 to 4 are shown as shareholders/directors. However, it appears that t....
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....sion Bench), as well as, to the defendants in case the Company decides to sell any of its landed assets. It appears that the Division Bench, while deciding not to curtail the rights of the plaintiffs, also decided to preserve the rights of the defendants that may accrue in future by ensuring that fairness and transparency is maintained in sale transactions of the Company's properties. 54. The said order, which was subsequently made absolute vide order dated 04.11.2019, reads as under: "Till the next date, the operation of the impugned orders shall remain stayed in so far as it restrains the appellant plaintiffs from dealing with properties of the plaintiff company - Capital Land Builders Private Limited. However, in case, the appellant decides to sell any of the landed assets of the appellant company, prior information thereof shall be furnished to this Court as well as to the respondents at least two weeks in advance." 55. Thereafter, the appeal was disposed of vide order dated 22.01.2024 [Reproduced in Para 4.7 herein], a perusal of which shows that the defendants had voluntarily consented to the sale of landed properties of the Company by the plaintiffs n....
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....cash in exchange, thereby defeating the interregnum rights of the parties as settled by them and recorded in order dated 22.01.2024. 59. The recordings and transcripts of the alleged meetings and phone calls, on a prima facie consideration, brings to light a probable situation which could be prejudicial to the rights of applicants/defendants. The situation so described shows that the current management of the Company or one of its employees seeking to dispose of its assets purportedly at circle rate, may still be able to receive substantial unaccounted amount in cash. It is not to say that the parties have or would indulge in such an act defeating the arrangement arrived at consensually, nevertheless, the apprehension expressed by the defendants/applicants does not seem to be without basis. 60. The order dated 22.01.2024 stipulates that „no sale of land will be made below the circle rate‟. Circle rate is fixed by the State for the limited purpose of notifying the minimum value at which stamp duty is to be collected by the Registering Authority. It is a benchmark set by the government to enable the Registering Officer to mechanically ensure that the instrument of t....
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....to consider the prayer sought by them. The defendants/applicants, as noted above, have sought complete status quo with respect to the assets of the plaintiff no. 1/Company. 65. In this regard, this Court cannot overlook the fact that rights of the plaintiffs to deal with the assets of the Company, and their control over the same has already been crystalised in the detailed order dated 06.11.2009 of the Division Bench as discussed hereinabove. No change in circumstances since then has been pointed out to suggest that the defendants, thereafter, have attained a better right in the Company. The only change in facts is the alleged new evidence which supposedly shows forgery and fabrication of the transfer deeds pertaining to shares of the Society. The said fact has already been considered by the learned Single Judge in order dated 07.03.2019 and the view taken therein is consistent with the view of the Division Bench, insofar as plaintiffs' status as directors and control over the Company is concerned. As such, it is settled that the plaintiffs are still the de facto directors of the Company, in-charge of the management thereby. 66. There is no subsequent declaration in favour of....