The court emphasized the significance of the plaintiff's bonafides, the ownership of the patents, and the potential impact of granting interim relief on the patents in reaching its decision.

Naresh Patil, J.

1. Admit.

By consent heard finally.

2. The appellant is the original plaintiff in Suit No.2932/2011. The suit is filed for derivative action by the appellant-plaintiff as minority shareholder. The defendant No.2-Mr. Keki Hormusji Gharda is the Chairman and Managing Director of defendant No.1-Company i.e. Gharda Chemicals Limited. Defendant No.3 is the wife of defendant No.2 and defendant Nos.4 and 5 are the directors of defendant No.1. Defendant No.2 happens to be the uncle (mother's brother) of the plaintiff. The relations between uncle and nephew are strained as borne out from the pleadings and the arguments advanced during the course of hearing.

3. The plaintiff's grievance, in brief, is that defendant No.2 had obtained several patents in his own name whereas the patents ought to have been applied and obtained in the name of defendant No.1-Company. The plaintiff is raising claim as minority shareholder on behalf of defendant No.1-Company. As the company is in the control of defendant No.2 being major shareholder, it is contended that the plaintiff as a minority shareholder had to file suit in the interest of the company and to protect the patents which defendant No.2 allegedly got registered in his individual name instead of registering it in the name of the company.

4. The plaintiff filed notice of motion seeking certain interim reliefs. The relief claimed in the notice of motion is to restrain defendant No.2 from selling, transferring, assigning, licensing, exploiting, encumbering, creating any third party rights or interest or otherwise dealing with the patents which defendant No.2 had obtained in his individual name and/or applying for grant of any fresh patents in his individual name. The plaintiff's contention is that he has no personal interest or claim in respect of subject patents. The plaintiff's apprehension is that defendant No.2 may transfer the patents, which he had obtained in his name, to third party or to a company i.e. Gharda Medical and Advanced Technologies Foundation (“GMATF” for short) which is founded by defendant Nos.2 and 3, which company holds 57% shares in defendant No.1-Company.

5. The shareholding pattern of defendant No.1 is described in para-9 of the impugned judgment delivered by the learned single Judge of this Court. Therefore, we need not reproduce the same. Suffice it to mention that the plaintiff holds 12% shares and deceased Jer.R.Kavasmaneck (original plaintiff No.1) was holding 5% shares in defendant No.1-Company. The other two directors hold 13% shares. The Rebello family holds 4% shares. Defendant No.2 holds 10.5% and defendant No.3 holds 1.5% shares whereas GMATF holds 57% shares in defendant No.1-Company.

6. The plaintiff's contention is that defendant No.1 has a state of the art research department. The company spends substantial amount every year on research and development. The defendant No.2 has been using the infrastructure facilities and investment made by the company in the research and development department to carry out research invent. The defendant No.2, therefore, ought to have applied and obtained the patents, which he had obtained since 2008 onwards, in the name of defendant No.1-Company. Instead defendant No.2 applied, obtained and got the patents registered in his individual name. The plaintiff's firm contention and case is that all these patents belong to the company and not to defendant No.2. The defendant No.2 had used the resources of defendant No.1-Company and, in this view of the matter, it is his fiduciary duty being Managing Director of defendant No.1-Company to apply the patents and get it registered in the name of the company.

7. The plaintiff alleged that during the period from 2001 to 2010, defendant No.1 had spent an amount of about Rs.186 crore on research and development. Defendant No.2 was a full-time Managing Director and in employment of defendant No.1. He has been receiving substantial remuneration and commission from defenda