IN THE HIGH COURT OF JUDICATURE AT MADRAS DATED: 21.02.2025 CORAM THE HON'BLE MR.K.R.SHRIRAM, CHIEF JUSTICE AND THE HON'BLE MR.JUSTICE MOHAMMED SHAFFIQ CRP No.3623 of 2009 Harikumar Rajah : Petitioner versus

1.ICICI Bank Ltd Anna Nagar Branch, A-78, Plot No.3211 D, Third Avenue, Anna Nagar, Chennai 600 102

2.M/s.Sovereign Dairy Industries Ltd., rep. By its Directors, having office at No.7, ECL Home Town, Numbal 600 077 : Respondents Prayer: Petition filed under Article 227 of the Constitution of India against the order dated 23.05.2008 passed by the Chairperson, DRAT, Chennai, in MA No.131 of 2007.

For Petitioner : Mr.T.R.Rajagopalan, Senior Counsel for Mr.V.Venkadasalam For Respondent No.1 : Mr.AR.Karthik Lakshmanan for Mr.L.Palanimuthu For Respondent No.2 : Mr.R.Sankaranarayanan, Senior Counsel, for Mr.V.Perumal ORDER (Order of the Court was made by the Hon'ble Chief Justice)

Petitioner is aggrieved by an order dated 23.05.2008 passed by the Debt Recovery Appellate Tribunal, Chennai.

2. Petitioner had approached the Debts Recovery Tribunal, Chennai for three reliefs, viz., (a) to implead petitioner as one of the parties in the original application that was filed by respondent No.1 against respondent No.2;

(b) to set aside the sale certificate dated

10.11.2003; and (c) to restrain one M/s.A.S.Shipping Agencies Pvt. Ltd from alienating or encumbering the property purchased until the applications were disposed of.

3. DRT, by an order dated 27 April 2007, dismissed the application.

DRT held that petitioner cannot utilise the proceedings before DRT to adjudicate certain corporate and/or civil rights. DRT further held that the proceedings in the case before DRT have come to an end and claim has already been adjudicated. DRT held it has no jurisdiction and petitioner may approach the appropriate forum under the Companies Act.

4. Against this order, an appeal was filed before the DRAT which was dismissed by order dated 23 May 2008, impugned in this petition. DRAT also added that petitioner had no locus.

Assailing this order, the present petition is filed.

5. Petitioner is a shareholder of respondent No.2. Petitioner is aggrieved by the fact that respondent No.2 sold a land to A.S.Shipping Agencies Pvt. Ltd, at a throwaway price, which according to petitioner was very valuable. According to petitioner, land ad-measuring, approximately, 20.36 acres was sold by a private treaty for a paltry sum of Rs.65 lakhs, when the land could have fetched in excess of Rs.5.65 crores. It was also petitioner's case that he has filed CMA No.288 of 2003 before this Court against an order passed by the Company Law Board and if petitioner succeeds in the said CMA, the Board of Directors will be replaced and hence, the Directors who agreed for sale of the land, would not have had any power to act on behalf of the company or to alienate any property of the company.

6. The said CMA No.288 of 2003 has been dismissed by us in a separate order passed today.

7. It is settled law that rights of a shareholder are:

(a) to elect directors and thus to participate in the management through them;

(b) to vote on resolutions at meetings of the company;

(c) to enjoy the profits of the company in the shape of dividends;

(d) to apply to the Court for relief in the case of oppression;

(e) to apply to the Court for relief in the case of mismanagement;

(f) to apply to the Court for winding up of the company; and (g) to share in the surplus on winding up.

(Life Insurance Corporation Of India vs Escorts Ltd. & Ors), [1986 (1) SCC 264, 326]

8. Whether a shareholder buys a share of the assets of a company proportionate to the number of shares he has purchased, came up for consideration about 70 years ago in Bacha F. Guzdar vs Commissioner Of Income-Tax, Bombay, [AIR 1955 SC 74]. The Court held that the company is a juristic person and is distinct from the shareholders, and it is the company that owns the property and not the shareholders. The Court went on to hold that there is nothing in the Indian l