1975 Supreme(Mad) 640
IN THE HIGH COURT OF JUDICATURE AT MADRAS
T. Ramaprasada Rao and S. Ratnavel Pandian, JJ.
V.M. Rao and others .. .....Appellant(s)
Versus
Rajeswari Ramakrishnan and others .....Respondent(s)
O.S.A.Nos.97 and 98 of 1975.
Decided On : 24 December 1975
Advocates:
K. Parasaran. for A. V. Prakash and K. Gopal, for Appellants.
T.R. Ramachandran and S. Swaminathan, for Respondents.
Family arrangement between share holders not incorporated in the articles.
Headnote:Code of Civil Procedure, 1908-Order 39, rules 1 and 2-Family arrangement between shareholders of company not incorporated in the articles if binding-Whether order of injunction could be granted.
Ramaprasada Rao, J.- These appeals arise out of the order of Mohan, J., in which he refused certain reliefs prayed ad interim by the appellants as petitioners in an original suit filed by them on the original side of this Court. The plaint was by three shareholders of V. Ramakrishna Sons Limited against the other shareholders for certain reliefs. The learned Judge in his order has set out in extenso the reliefs asked for. In the original action the plaintiffs -appellants claim that the 6th defendant was the managing agent of a public company known as K.C.P. Limited and the said parent firm was floated by the common ancestor of the family, the late V. Ramakrishna. When he was alive V. Ramakrishna on his own initiative floated many companies such as the parent company and the R.S. Industrial Corporation Private Limited and the 6th defendant company as well. According to the plaintiffs when Ramakrishna was alive in order to set at rest present or possible bickering in the family he made certain suggestions which were incorporated by the plaintiffs in the plead -ings and reproduced by the learned Judge in his order whereunder certain mandates were set by him in the name of amity and harmony in the family in the case of the management and the affairs of the companies above named. We are here however concerned with the 6th defendant company. One of the terms of the family arrangement said to have been made by Ramakrishna when he was alive in the presence of and with the consent of the parties to the present original action runs as follows. “Participation in the management and affairs of V. Ramakrishna Sons Limited, the then Managing Agents of the K.C.P. Limited will be the exclusive entitlement of the two sons, V.M. Rao (first plaintiff), V.L. Dutt (fifth defendant) and/or their respective branches along with their mother V.R. Durgamba during her lifetime.” Similar mandates are said to have been the subject-matter of the above family arrangement made by the late Ramakrishna. The plaintiff’s specific case is that that family arrangement which is, no doubt, not incorporated in any instrument in writing Was acted upon and agreed to by all the parties to the present action and the defendants 1 to 5 have acted quite contrary to the letter and spirit of the said family arrangement in the matter of the administration of the affairs of the 6th defendant company and it became necessary for them therefore to come to Court and seek for the necessary declarations which we are not incorporating in this order which in the main relate to the enforceability of and the binding nature of the family settlement said to have been made by Ramakrishna. Contemporaneous with the initiation of civil action as above, two interlocutory applications are filed, Application No. 3246 of 1975 and Application No. 3247 of 1975. In Application No. 3246 of 1975 which is supported by an independent affidavit sworn to by the first plaintiff, the allegations are in pari materia with the main allegations in the pleading. The plaintiffs sought for a temporary injunction against the respondents 1 to 6 restraining the implementation of a resolution of the 6th defendant company through its Board of Directors held on 3rd December,, 1975 whereby the 5th defendant was authorised to act as the representative of the company with the right to vote at the annual general meeting of the K.C.P. Limited to be held at Madras on the 29th December, 1975. Incidentally, they sought also an injunction as against the second respondent or one Jayaraman, the manager of the 6th defendant company in case they were to act as alternates of the 5th defendant in the matter of the exercise of the voting power of the 6th defendant company at the annual general meeting of K.C.P. Limited. Application No.3247 of 1975 was another application in which the plaintiffs sought for a mandatory injunction permitting the plaintiffs as applicants in the said application and respondents 1 to 5 to exercise the voting r
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