Back
2000 Supreme(HP) 79
High Court Of Himachal Pradesh
R.L.KHURANA
RAKESH MOHAN - Appellant
Versus
BRIG.KAPIL MOHAN - Respondent
OMPs No. 18 of 2000 and 56 of 2000 in Civil Suit No. 9 of 2000
Decided On : 04/11/2000
Mr. Rajeev Sawhney, Sr. Advocate with Mr. N.K. Sood and Mr. Neeraj Sharma, Advocates/for the Plaintiff; Mr. V.N. Roura, Sr. Advocate with Mr. Sandep Kaushik, Mr. Vikas Rathore, Mr. Amit Arya and Mr. Anil Chauhan, Advocates, for the Defendants 1 to 6 and 8 to 19.
The main legal point established in the judgment is the requirement for a prima facie case, irreparable loss, and balance of convenience in granting temporary injunctions, along with the duty of directors to inspect company records and the application of limitation laws.
Headnote:
Injunction - Shares Transfer - Companies Act, 1956, Section 151, Order 39 Rules 1 and 2 - The court discussed the provisions of the Companies Act, 1956, particularly Section 163 and Section 209-A, in relation to the transfer of shares and the duty of directors to produce company records. The court also considered the principles for granting temporary injunctions, including the need for a prima facie case, irreparable loss, and balance of convenience.
Fact of the Case:
The plaintiff sought an injunction to restrain the defendants from selling or exercising rights over certain shares, alleging fraud and forgery in the transfer of shares from the estate of Shri N.N. Mohan. The defendants contested the suit on grounds of limitation, lack of prima facie case, and absence of danger to the shares.
Finding of the Court:
The court found that the plaintiff failed to establish a prima facie case of fraud and forgery in the transfer of shares. It also held that there was no evidence of imminent danger to the shares, leading to the dismissal of the plaintiff's application for injunction.
Issues: The issues revolved around the alleged fraud and forgery in the transfer of shares, the applicability of limitation laws, and the requirement for a prima facie case for granting injunctions.
Ratio Decidendi: The court emphasized the need for a prima facie case, irreparable loss, and balance of convenience in granting temporary injunctions. It also considered the duty of directors to inspect company records and the application of limitation laws in such cases.
Final Decision: The plaintiff's application for injunction was dismissed, and the defendants' application for vacation of the injunction was allowed.
R.L. Khurana, J.—This order will dispose of the abovmentioned two applications. OMP No. 18 of 2000 has been made by the plaintiff under Order 39 Rules 1 and 2, read with Section 151 Code of Civil Procedure, for the grant of ex-parte ad-interim injunction for restraining the defendants No. 1, 3 to 5 and 10 to 19 from :— (a) selling, alienating, wasting, damaging, disposing or otherwise causing injury to the plaintiff in relation to the shares of defendant No. 2 held by or for them bearing distinctive Nos. 3733204-3941867, 1999838-2088837, 2131971-2132452, 495139-496707, 228879-229103, 3946868-3976767,200587-200632,4486-4680,1181081-1181112,68076-68121, 1993738-1993837, 75154-87153, 10725-11033, 886914-896913,, 290693-294917,547094-547741,921664-926013,403898-405166,362612-378261,1962838-1993737,251658-251837 and 222109-222208 and any bonus shares issued thereon, since, 15.7.1969; and (b) exercising any right, benefit or privilege in respect of the shares specified at (a) above.
2. OMP No. 56 of 2000 has been made by the defendants No. 1 to 6 and 8 to 18 under Order 39 Rule 4, reed with Section 151, Code of Civil Procedure, for the vacation of the ad-interim injunction granted by this Court on 8.2.2000, whereby defendants No. 1, 3 to 5 and 10 to 19 were restrained by way of an ad-interim injunction as at (a) above till further orders.
3. Briefly, the facts of the case may be thus stated. Defendant No. 2 Messrs Mohan Meakin Limited is a listed public company limited by shares, duly incorporated under the Companies Act, 1956, having its registered office at Solan. The authorised share capital of defendant No. 2 is Rupees Ten crores, comprising of two crores equity shares of Rs. 5 each. The issued and fully paid-up shares capital of defendant is approximately Rupees 4.25 crores, comprising of 85,08,479, equity shares.
4. Defendant No. 1 who is the real paternal uncle of the plaintiff is the Managing Director-cum-Chairman of defendant No. 2, while the plaintiff and defendants No. 4 to 9 are the Directors thereof. Defendants No. 3 and 10 to 19 are public charitable trusts. Defendant No. 1 presently is the Chairman of all these public trusts.
5. The defendant No. 2 company was originally incorporated in the year 1934 under the name and style of Messrs. Dyer Meakin Breweries Limited. The management and control of defendant No. 2 was acquired by Shri N.N. Mohan (grand-father of the plaintiff and father of defendant No. 1) soon after the partition of the country and the name of the company was changed to Mohan Meakin Brewaries Limited. Shri N.N. Mohan till his death which took place on 15.7.1969 was the Chairman-cum-Managing Director of the company and thus was having complete control and charge of the affairs of the defendant No. 2 company. During the life time of Shri N.N. Mohan, the father of the plaintiff Shri V.R. Mohan was the Deputy Managing Director of the Company. After the death of Shri N.N. Mohan, Shri V.R. Mohan, father of the plaintiff became the Managing Director and defendant No. 1 came to be inducted as Deputy Managing Director. The name of defendant No. 2 company was further changed to Mohan Meakin Limited with effect from 24.4.1980.
6. Shri N.N. Mohan owned a number of shares of the defendant No. 2 company. On 16.12.1968, two lac ninety nine thousand shares owned by Shri N.N. Mohan bearing distinctive numbers 3733204-3941867, 1999838-2088837,2131971-2132452,495139-496707 and 228879-229103 were transferred in favour of Shri V.R. Mohan, the father of the plaintiff and defendant No. 1. Such shares were shown to have been donated by Shri N.N. Mohan in favour of defendant No. 3 and the transfer was shown in the name of Shri V.R. Mohan and defendant No. 2 as trustees of defendant No. 3. Similarly one lac shares held by Shri N.N. Mohan were transferred on 24.12.1970 in the name of Shri V.R. Mohan and defendant No. 1 as trustees of defendant No. 3. In 1985, the corpus of all the shares was transferred by defendant No. 1 from
