TaxTMI 
TaxTMI 
2025 (12) TMI 1570
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....shav Banerjee, Mr. Shambo Nandy, Mr. Ronit Kumar And Mr. E. K. Shibu, Advs. for D-4 and 5 JUDGMENT This civil suit by the plaintiff is, essentially, against defendant nos. 1 to 3 seeking permanent and mandatory injunction restraining them exercising any rights as shareholders or director of the defendant no.4- company. 2. The fundamental grievance raised by the plaintiff is premised on the ground that the defendant nos. 1 to 3 have, illegally and improperly, defrauded the plaintiff of huge sums of monies and have fraudulently grabbed and taken over the entire shareholding of the defendant no.4, and majority shareholding of the defendant no.5-companies. It is, thus, stated that defendant nos.4 and 5-companies have been caused signif....
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....re executed: i. Loan-cum-Pledge Agreement dated 17.01.2025 between StratGrwoth, through defendant no. 2, and the plaintiff (hereinafter "Loan Agreement"); ii. Share Purchase Agreement dated 17.01.2025 between StratGrwoth, SREI, and Swach, (hereinafter "SPA"); and iii. One Time Settlement Agreement dated 31.03.2025 between Swach, SREI, and StratGrwoth (hereinafter "OTS"). 7. The arrangement was that the plaintiff would advance a loan to StratGrwoth to acquire hundred per cent shareholding in Swach from SREI, under the Loan Agreement. The said acquisition of shares would be in terms of the SPA. Thereafter, the StratGrwoth and defendant nos. 2 to 3 would find suitable investors to facilitate the clearance of Swach....
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....uced the plaintiff and Swach to enter into the aforesaid arrangement with them. The dispute, he submits, involves serious questions of fraud, and as such, can only be adjudicated by a Civil Court. 11. He further submits, without prejudice to his contentions, that the plaintiff being a non-shareholder director, is not a 'member' for the purposes of Section 244 of the Companies Act so as to be able to move the NCLT under Section 241 thereof. Therefore, according to him, the dispute does not fall within the jurisdiction of the NCLT and therefore, the suit is not barred under Section 430 of the Companies Act. 12. I have heard learned counsel for the parties and perused the record. 13. If the plaint averments are perused in the context ....
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.... on 28.05.2025, when parties held a meeting in the office of Swach, Avanta Business Centre, West End Saket, New Delhi when once again Plaintiff requested the Defendant Nos. 1 to 3 that the pledge agreement be executed at the earliest especially when the personal guarantee for the funding agencies for payment of OTS amount is being provided by him. The cause of action further arose on in August 2025, wherein Defendant Nos. 1 to 3 stated that Swach should make the payment from its internal accruals and gave effect to their final step of the grand illegal design to usurp control of Swach by convening an EGM. The cause of action last arose on 09.09.2025 when the Defendant Nos. 1 to 3 in furtherance of their mala-fide intention called for the An....
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....l take steps itself to prevent the wrong from being done. If a director is to institute a suit on its behalf, he has to be authorised to do so by the company. Reference can be made to the decision of the Calcutta High Court in Al Amin Seatrans Ltd v. Owners and Party Interested in Vessel M V Loyal Bird [AIR 1995 CAL 169]. The Bombay High Court took a similar view in its decision in Bsn (Uk) Ltd. and Others v. Janardan Mohandas Rajan Pillai and Ors.[1993 (3) BOM CR 228]. The relevant portion of the said decision is extracted below, for reference: "27. A non-proprietary director is entitled to sue the company only in certain cases. In Pulbrook v. Richmond Consolidated Mining Co. [1878] 9 Ch 610, it was held that where a director who ....
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....he plaint is liable to be rejected under Order VII Rule 11(a) of the Code of Civil Procedure, 1908. 19. If the plaintiff seeks to assert any of his rights, the reliefs sought in the suit will have to be appropriately framed. The nature of the relief prayed in the present suit cannot be granted at the instance of the plaintiff, as the plaintiff seeks interference with the internal governance of separate legal entities i.e., Swach and HWSPL, which otherwise is to be in accordance with the wishes of the shareholders. The plaintiff, admittedly, does not have any shareholding in the companies. If he has any grievance, being a director, in respect of the suspension/termination of his directorship, he may take recourse to the appropriate legal ....