The main legal point established in the judgment is that the dismissal of a suit requires clear and unequivocal admissions by the plaintiff, and the court must exercise judicial discretion after examining the facts and circumstances.

JUDGMENT

Neena Bansal Krishna, J.

I.A. 465/2020

1. The defendants have filed an application under Order XII Rule 6 and Order XV Rule 2 read with Section 151 of the Code of Civil Procedure, 1908 dated 13.01.2020 seeking dismissal of the suit for mandatory injunction and damages, filed by the plaintiffs.

2. The plaintiffs by way of present suit, have sought permanent injunction for restraining the defendants nos. 1 to 8, their agents and employees from representing themselves and/or holding themselves out to be shareholders of the plaintiff's Company or to act as their authorised representatives; for mandatory injunction for directing the defendants to handover the Letter Heads and other documents or instruments, stamps and seals bearing the name of plaintiff Company which have been created by them and for directing the defendant nos. 9 and 10 to remove their names from Form 32, Form 18, Form 2 and Form 5 and to take action against defendants nos. 1 to 8. The mandatory injunction is also sought against the defendant nos. 1 to 8 to disclose all the transactions, entered by them, in the name of plaintiff's Company, details of all bank accounts opened by them in the name of the plaintiff company and to restrain them from appropriating or dealing with the assets of the company and to award damages.

3. The facts in brief are that the plaintiff, a Private Limited Company, incorporated in the year 1959 has the authorised capital of Rs. 25,00,000/- divided into 25,000 equity shares of Rs. 100/- each. Its paid-up capital is Rs. 24,92,000/- divided into 24,920 equity shares of Rs. 100/-. At the time of its incorporation in the year 1959, it had a capital of Rs. 1500/- comprising of 15 equity shares of face value of Rs. 100/-. Over a period of time, the share capital has increased as reflected in Form 2 dated 01.02.1998. Pursuant to the decision of the Board of Directors, in the meeting held on 28.09.1983 and on 20.01.1998, the Share Certificates issued earlier on incorporation of Company to shareholders were cancelled, withdrawn and replaced with new Share Certificates. The Annual Returns are being filed regularly by the plaintiff with Registrar of Companies (hereinafter referred to as "ROC") with duly approved and audited balance sheets, Forms 2,18, 32 etc.

4. The defendant no. 1, a registered Society, founded by late Ch. Brahm Prakash and others became a shareholder of the plaintiff Company on 20.05.1962. Late Ch. Brahm Prakash acquired 500 shares having distinctive nos. 61-560 which was initially covered by a single Share Certificate. He transferred these shares to Shaheed Memorial Society, the defendant in the year 1963. Subsequently, additional 150 shares were allotted to the Society in the year 1983.

5. As per the reports of the plaintiff Company, the Society from time to time transferred all its shares and ceased to be a member of Plaintiff Company in 1989. The original Share Certificate covering 500 shares were subsequently cancelled and split into various certificates and various transfers were affected by the Society.

6. According to the information gathered by the plaintiff, the defendant no.1, Society became defunct and has not carried on any activity since the last 20 years. It has no address or telephone number or a bank account and no Returns have been filed in the office of Registrar of Societies after 2005. However, defendant nos. 2 to 8 now allege to be the members of the Governing Body of defendant no. 1 Society and defendant no. 7 alleges to be the Secretary. There are, however, dispute inter se the defendants as to who are in fact the office bearers and members of the society.

7. In June, 1997, Defendant no.1 Society through defendant no. 7, Mr. Siddhartha Chaudhry, as its Secretary filed a petition under Sections 108 and 111 (4) of the Companies Act, 1956 bearing Company petition No. 15/III/97 before the Company Law Board, Northern Region Bench praying that 500 shares with distinctive numbers from 61-560 be r