MANMOHAN, J.

Co. Appl. 887/2012 in Co. Pet. 20/1988

1. Present application has been filed by the applicant-Mr. Prithvi Manaktala-petitioner No.2 seeking to place on record a copy of the Revocation Deed dated 19April, 2012.

2. The facts relevant for the purposes of present application are that in 1986 applicant-petitioner No.2 and his brother Mr. Tilak Raj, petitioner no. 1 owned 685 shares each totaling to 1370 shares in the respondent company-M/s. Gora Mal Hari Ram Private Limited. The shareholding of both the petitioner No.1 and applicant-petitioner No.2 aggregated to about 40% of the issued and paid up share capital.

3. It is the case of the petitioner No.1 and applicant-petitioner No.2 that subsequently the respondents arbitrarily reduced their shareholding by 10% i.e. from 40% to 30.44% of the issued and paid up share capital.

4. In order to safeguard their rights, petitioner No.1 as well as applicant-petitioner No.2 filed the present Company Petition in this Court under Sections 397 and 398 of the Companies Act, 1956, challenging the issue of further shares. The petitioners also sought court orders/directions for restoration of the originally agreed parity in shareholding.

5. Since this petition had been pending for more than twenty-three years, this Court in May, 2011 requested both Mr. C.M. Oberoi, learned counsel for petitioners as well as Mr. U.K. Chaudhary, learned senior counsel and Mr. B.K. Sood, learned counsel for respondent to explore the possibility of an amicable resolution of the dispute.

6. When both the learned counsel informed this Court that the matter was nearing settlement, present application was filed by the applicant-petitioner No.2.

7. In the present application, it was stated that the applicant-petitioner no. 2 had earlier authorised his elder brother i.e. petitioner No.1 as General Power of Attorney holder “to pursue the above said company petition on behalf of the applicant”. It was further stated in the application that the applicant-petitioner No.2 had recently come to know that petitioner No.1 was acting detrimental to his interest and was indulging in some kind of negotiation/settlement with the respondent without disclosing the said terms to the applicant. It was alleged that it was in these circumstances that applicant-petitioner no. 2 vide Revocation Deed dated 19April, 2012 had revoked the earlier General Power of Attorney in favour of petitioner No.1 and his son.

8. The applicant-petitioner no. 2 requested this Court not to take cognizance of any compromise executed between the parties without the specific consent of the applicant-petitioner No.2. A prayer was also made that the applicant-petitioner no. 2 should be allowed to be represented by another advocate. The relevant portion of the Revocation Deed dated 19April, 2012 is reproduced hereinbelow:-

“2. Because of some cogent reasons I now intend to revoke cancel the said General Power of Attorney.

NOW KNOW YE ALL that by this Deed executed at Delhi on this the 18day of April, 2012 I, Prithvi Manaktala, the Principal above named do hereby cancel the said General Power of Attorney and absolutely and completely revoke also all powers of authorities thereby and thereunder given to the said General Attorney(s), namely Vikas Manaktala son Sh. Tilak Raj and Sh. Tialk Raj son of Late Shri Hari Ram.

I further declare that all or any of the act done or executed by aforesaid Sh. Tilak Raj and Sh. Vikas Manaktala under or in pursuance of the aforesaid General Power of Attorney dated December, 2005, shall not be deemed to be my acts nor done in my name or on my behalf after the execution of the present deed.”

9. Petitioner no. 1 in its reply affidavit disclosed that applicant-petitioner No.2 had executed a Memorandum of Agreement in December 2005 with petitioner No.1 by virtue of which applicant-petitioner No. 2 had assigned, transferred and conveyed all shares held by him in the equity capital of M/s. Gora Mal Hari Ram Ltd. in favour of