Point of law : without there being a ratification by the Company, solely on the basis of Order XXIX Rule 1 of CPC, a suit can be instituted by a Director or any other principal officer of the Company. Legal proceedings initiated to protect the interest of the Company against third party and a proceedings initiated on behalf of the Company against its own shareholders stand on altogether different footings.

JUDGMENT :

1. The instant commercial appeal is filed by the appellant, who is the plaintiff before the trial court seeking to set aside the order dated 20th February 2021 passed by the LXXXII Addl. City Civil and Sessions Judge and Commercial Court, Bengaluru, on I.A.Nos.1 to 3 in Commercial O.S.No.306/2020 and the appellant has also filed the following I.As. in this appeal:

a) I.A.No.1/2021 seeking stay of the impugned order;

b) I.A.No.2/2021 for production of additional documents;

c) I.A.No.3/2021 for an order of temporary injunction restraining the respondent No.1 to 3 from using the disputed registered trademarks until final disposal of the appeal;

d) I.A.No.4/2021 for an order of temporary injunction restraining the respondent Nos.1 to 3 from using any products or services connected with the jewellery business, the disputed trademarks until final disposal of the appeal;

e) I.A.No.5/2021 for staying the operation of the common order in I.A.Nos.1 to 3 dated 20.2.2021 and all further proceedings in Com.O.S.No.306/2020 and all further proceedings therein.

2. The appellant, a Private Limited Company had filed Commercial O.S.No.306/2020 before the trial court praying for a judgment and decree of perpetual injunction restraining the respondents and persons claiming through or under them from using the trademarks "C.Krishniah Chetty Corp., C.Krishniah Chetty & Co., Chetty & Co. Chetty, C.Krishniah Chetty & Co.1869, Chetty & Co. 1869, Chetty 1869.”

3. The appellant Company is engaged in the business of Gems and Jewellery. In the year 1869 Sri.C.Krishnaiah Chetty had commenced the jewellery business in the property bearing No.35, Commercial Street, Bangalore. After his death, the business was carried on by his son Sri.Adinarayana Chetty and grandson Sri.Venkatachalapathy Chetty until their demise in the year 1955 and 1956 respectively. Subsequently C.V.Narayana, who is the father of respondent No.2 and late husband of respondent No.3 herein and C.V.Hayagriv carried on the said family business as a partnership firm with equal share in the profits.

4. On 01.04.1958, a partnership firm was constituted by Sri.C.V.Hayagriv and late Smt.C.V.Ashwathamma acting for herself and as a guardian of her minor son C.V.Narayana and the aforesaid first partners had admitted the minor C.V.Narayana to the benefits of the partnership and it was also recognized and agreed by the parties that the jewellery business was taken over as a family assets and divided into equal shares between C.V.Hayagriv and minor C.V.Narayana represented by his mother and guardian Smt.Ashwathamma. The Deed of Partnership dated 01.04.1958 was amended and re-constituted on 02.10.1978. The appellant Company was incorporated on 24.12.1979 by Sri.C.V.Narayana and C.V.Hayagriv and subsequently the appellant Company was included as a partner of the partnership firm under a Deed dated 03.01.1980. In a Board Meeting dated 19.03.1980, a decision was taken to dissolve the partnership firm and the business and assets of the said firm was taken over by the appellant Company and by Deed of Dissolution dated 28.04.1980, the partnership firm was dissolved and the business of the said firm was taken over by the appellant Company along with all its assets and liabilities which included the trademark of the partnership firm.

5. The family of C.V.Narayana and C.V.Hayagriv held 50% equity shares each in the company. After the death of C.V.Hayagriv, his son C.Vinod Hayagriv, wife Vishala Hayagriv and daughter-in-law Triveni Vinod are holding 50% equity shares in the company while the remaining 50% shareholding of the company is held by respondent Nos.2 and 3, who are the son and widow of C.V.Narayana.

6. Respondent No.1 is a Company engaged in the business of Gems and Jewellery and was incorporated in the year 1982 by Vinod Hayagriv, C.Vishala Hayagriv and C.V.Narayana. Initially both branches of family held shares in respondent No.1 Company. Subsequently the entire shareholding of respondent No.