JUDGMENT

Sandeep V. Marne, J. - The suit involves the issue of ownership of shares as well as control and management of the Company 'Manju Meadows Private Limited', which owns 101.7 Acre Stud Farm on old Mumbai-Pune Road.

2. Plaintiffs have filed this Suit aggrieved by actions of the contesting Defendants in decreasing the stake of original Plaintiffs in the first Defendant Company from 99.96% to 24.99% by increasing the authorised share capital of the first Defendant Company from Rs. 25 Lakhs to Rs. 150 Lakhs and by allotting 75000 shares to Defendant No. 11. Plaintiffs have accordingly sought various declaratory reliefs in the Suit inter alia including a declaration that the authorised share capital of the first Defendant Company is Rs. 25 Lakh comprising of 25000 shares of Rs. 100 each and that original Plaintiffs own 24,990 shares i.e. 99.96% stake in it. Plaintiffs have also sought declaration that 24th Annual General Meeting shown to be held on 30 September 2000 and resolutions passed therein increasing the authorised share capital of the first Defendant Company is illegal, null and void. Plaintiffs have also challenged meeting of the Board of Directors of the first Defendant Company shown to have been held on 18 October 2000 and resolutions adopted therein allotting 75000 shares to Defendant No. 11 and appointing Defendant No. 12 (director of Defendant No. 11) as director of the first Defendant company. Plaintiffs also seek declaration that Defendant No.11 is not a shareholder of Defendant No.1-Company. Plaintiffs are also aggrieved by defeat of resolutions proposed by them in the Extraordinary General Meeting of the first Defendant Company held on 9th January 2001 by which Defendant Nos. 2, 8 and 9 were proposed to be removed as Directors and original Defendant Nos. 16 to 20 were proposed to be appointed as Directors of the first Defendant Company. Plaintiffs have sought declaration that resolutions for appointment of original Plaintiff No. 2, original Defendant Nos. 16 and 20 (later transposed as Plaintiffs) and Defendant Nos. 17 to 19 be treated as adopted in the said meeting dated 9th January 2001. They have also challenged holding of Board meeting of 10 January 2001 and resolution adopted therein for appointment of Defendant Nos. 13 to 15 as Directors. Plaintiffs have sought specific performance of Share Purchase Agreement (SPA) dated 27 October 1998 and in the alternative, they have prayed for damages of Rs.10 crores. Plaintiffs have also sought consequential permanent and mandatory injunctions against Defendants Nos. 2 to 15.

3. The suit was originally filed by Mr. Anil K. Bodani and Mrs. Chandrika A. Bodani. During the course of trial, both Plaintiffs have passed away and the Suit is now being prosecuted by their legal representatives, who were originally impleaded as Defendant Nos. 16 and 20 and who are now transposed as Plaintiffs. For the sake of brevity, late Anil K. Bodani and late Chandrika A. Bodani are referred as 'original Plaintiffs' and Late Anil K. Bodani is referred to as 'original Plaintiff No.1' and Late Chandrika A. Bodani is referred as 'original Plaintiff No.2'. Defendant Nos. 2 to 15 are collectively referred to as 'contesting Defendants'.

4. Before stating facts of the case, a quick reference to description of the parties would be necessary. Original Plaintiffs were husband and wife and original Defendant Nos. 16 and 20 are their children. Manju Meadows Pvt Ltd. (Defendant No.1) is a private limited company registered under the provisions of Companies Act, 1956 and is inter alia engaged in the business of livestock farming and breeding. Defendant No. 2 (Mr. Govind Gupta) and Defendant No. 3 (Mrs. Manju Gupta) are husband and wife. Defendants No. 3 to 7 are members of family of Defendant Nos. 2 and 3, who were the erstwhile owners of shares of first Defendant company. Defendant Nos. 8 and 9 are Directors of the first Defendant Company. Defendant Nos. 10 and 11 are group concerns of Defendant No. 2