A shareholder cannot claim ownership of a company's assets, and a suit for partition must include all necessary parties to be maintainable.

JUDGMENT :

P.B. BALAJI, J.

Prayer: Plaint filed under Order VII Rule 1 of CPC r/w Order IV Rule 1 of the O.S. Rules, praying to pass judgment in favour of the plaintiff against the defendants: (a) To declare the plaintiff’s half share in the suit schedule properties; (b) To appoint a Commissioner for division of the properties and allot half share in the suit schedule properties by metes and bounds; (c) To grant an injunction restraining the defendant, their men, agents, assignees from encumbering or alienating the suit schedule properties and (d) To appoint an Advocate Commissioner to ascertain the mean profits in respect of the suit schedule properties and direct the 1st respondent to render profits to the plaintiff for 3 years from the date of filing of the suit; (e) Directing the defendant to pay cost of the suit.

1. This is a suit for partition by way of declaring the plaintiff’s one half share in the suit properties which are listed out as Schedule A, being consisting of three items of immovable properties and Schedule B consisting of 1 item of immovable property at Jodhpur, Rajasthan and shares in the name of Late D.C. Nahar in M/s. Transworld Export Private Limited as on 11.01.2000 and Death Insurance claim with LIC.

2. The plaint in a nutshell:

The plaintiff and the 1st defendant are sons of late, D.C. Nahar, the 2nd defendant is a Company incorporated under the Companies Act, 1956, and is represented by the 1st defendant being its Directors, the 2nd second defendant Company was incorporated in 1973, with the object of carrying on business in ready made garments and also with a choice of expansion in subsidiary businesses. The father of the plaintiff and the 1st defendant entered into an agreement to purchase an immovable property at Venkata Narayana Road, T. Nahar, Chennai 17, which is listed as Item No. 1 to Schedule A of the suit property.

3. According to the plaintiffs, the property was purchased substantially under sale deed dated 12.09.1973 comprising an extent of 10 grounds in 2320 sq. fts of land with built up area of 7000 sq. ft and subsequently in 1976, when 3 grounds and 1760 sq. ft of adjoining the property also purchased. According to the plaintiff, though the property was purchased in the name of the 2nd defendant, the 2nd defendant is only a business of the family, consisting of the plaintiff, the 1st defendant and his father late D.C. Nahar. The plaintiff further states that his father late D.C. Nahar retired from Directorship of the 2nd defendant Company on 04.12.1977 and prior to the same, the 1st defendant was appointed as Director on 12.10.1977. The property which was purchased in the name of the Company was dealt with only by late D.C. Nahar as Karta of a joint family consisting of himself, the Plaintiff and the 1st defendant and there was no occasion for the plaintiff to seek partition since his father was alive and relationship was cordial. In fact, the first item of Schedule A was let out on a very low rent to subsidiary Companies, wherein family members had interest, because the 2nd defendant Company was only a family concern.

4. While things being so, the father D.C. Nahar died on 11.01.2000 and subsequent to his demise, the 1st defendant started asserting control over the other family members which led to the second wife of the plaintiff’s father, Sreelatha Nahar instituting proceedings before Company Law Board against the 1st defendant and the Company, including the relief of appointment of receiver to administrate the property viz. Item 1 of Schedule-A. A Civil Suit in O.S. No. 7760 of 2000 seeking an injunction, was also filed by the 1st defendant against Sreelatha Nahar, the second wife of late D.C. Nahar.

5. The proceedings initiated by the 1st defendant clearly exposed the evil intention of the 1st defendant to appropriate the property and the entire profits of the business. The plaintiff never suspected the bonafides of the 1st defendant and even when the plaintiff approached the 1st defendan