2017 Supreme(Kar) 771
IN THE HIGH COURT OF KARNATAKA
RAGHVENDRA S. CHAUHAN, J.
Madhukar G. Angur, Managing Director Alliance Business School Co., Bengaluru - Appellant
Versus
Shreya Sanjeev & Others - Respondents
MFA No. 6200 of 2016
Decided On : 16-05-2017
Advocate Appeared:
For the Appellants : V. Lakshminarayana, Vivek S. Reddy, Ashok Haranahalli, Shaik Ismail Zabiulla, K.N. Subba Reddy, A.P. Pulakeshi, Mudit Kundlia
For the Respondents: Sajan Poovayya, Jayakumar S. Patil, Shyam Sundar, Prasanna Kumar, Priyadarshi Banerjee, Pratibhanu Singh Kharola, R. Manjunath, Arun Srikumar
Headnote:SPECIFIC RELIEF ACT, 1963 – Section 34 & Companies Act (18/2013), Section 56 – Suit for declaration and permanent injunction – Suit against Company on basis of transfer of shares in names of transferee-plaintiff – Transfer of shares not registered in Company's Register – Transferee merely having equitable rights against transferor and not against Company – Suit against Company, is not maintainable.
CODE OF CIVIL PROCEDURE, 1908 – Order 39, Rule 1 – Suit for temporary injunction – Locus standi – Registrar In-charge seeking to restrain ousted Chancellor from interfering with administration of University – Suit seeking temporary injunction not presented by University, though reliefs prayed in relation to administration of University – Only Registrar having power to file suit on behalf of University and such power cannot be delegated – Registrar In-charge not appointed as Officiating Registrar or permitted by Chancellor, for instituting suit on behalf of University – Registrar In-charge not having locus standi, suit is not maintainable.
1. The appellants have challenged the legality of the Order dated 30-8-2016, passed by the XXVII Additional City Civil Judge, Bangalore City (CCH-9), whereby the learned Civil Judge has granted a temporary injunction in favour of the respondent No. 1, Ms. Shreya Sanjeev. By the said order, the learned Civil Judge has barred the appellants from interfering with the management and affairs of the Alliance Business School Company ('the Company', for short), and of the Alliance University ('the University', for short). In this order, the respondent No. 1 shall be referred to as "the plaintiff".
2. Briefly the facts of the case are that Ms. Shreya Sanjeev, the plaintiff, has filed a civil suit for declaration and permanent injunction against the Company, the University, and against other persons, including the appellants.
3. The plaintiff claims that originally, Mrs. Priyanka B.S., the appellant No. 2 owned 51,500 shares of the Company. However, subsequently, on 4-3-2015, she transferred her shares to Mr. shivappa Mantur. The plaintiff further claims that she bought the said shares from Mr. Mantur for a consideration of Rs. 5,50,000/-. Thus, she has acquired 20.60 % of the total shareholding of the Company. She further claims that in its Board Meeting dated 11-2- 2016, the Board has approved the transfer of shares to her. Hence, she is a substantial shareholder of the Company.
4. The plaintiff further claims that the Company, as the Sponsoring Body of the University, runs the University. Since the University is the sole asset of the Company, since she has a substantial holding of the Company, therefore, she is equally interested in the welfare of the University.
5. Furthermore, according to the plaintiff, after 5-3-2015 a rift has developed within the management of the Company. For, after the shares were transferred by Mrs. Priyanka B. S. to Mr. Shivappa Mantur on 5-3-2015, the appellant No. 1, Mr. Madhukar Angur, and the appellant No. 2, Mrs. Priyanka B. S. lodged a criminal complaint, against Mrs. Shaila Chebbi Govind, respondent No.5, Mrs. Mala Gouda, the respondent No.6, Mr. Abhay Chebbi, the respondent No.7, and Mr. Prakash Budoor, the respondent No.8 before the police. The appellants claimed that they were forced to transfer the shares on 5-3-2015. Subsequently, the Board of Management has split into two warring factions; one faction is lead by Mr. Madhukar Angur and Mrs. Priyanka Angur who claim that they never transferred their shares on 5-3-2015, and have never resigned from the directorship of the Company; the other faction is led by Mr. Sudhir Angur, the younger brother of Mr. Madhukar Angur, and by Mrs. Shaila Chabbi Govind, Mrs. Mala Gouda, and Mr. Abhay Chebbi, who claim that Mr. Madhukar Angur and Mrs. Priyanka B. S. have not only transferred their shares, but have also resigned from the Board of Management of the Company.
6. Furthermore, according to the Plaintiff, Mr. Madhukar Angur and his faction is constantly, interfering with the management of the Company and with the daily affairs of the University. Hence, the suit for declaration and permanent injunction against the Company, the University, and against the appellants and others.
7. The appellants, as the defendant Nos. 8 and 9, filed their written statements; they denied the averments made in the plaint. According to them, the plaintiff is falsely claiming to be a substantial shareholder of the Company. For Mrs. Priyanka B. S. had never transferred her shares to Mr. Shivappa Mantur. Moreover, even if it were admitted for the sake of arguments. that Mrs. Priyanka had transferred her shares to Mr. Mantur, even then all the formalities for transfer of shares from Mr. Shivappa Mantur to the plaintiff were yet to be completed. Therefore, the plaintiff was unjustified in claiming to be the substantial shareholder of the Company. Thus, according to them, the plaintiff has no locus standi to approach the learned Civil Court. Moreover, the plaintiff lacks the locus