CO.A.(SB) NO. 23/09 & CA NOs. 784/2009 AND 785/2009 Page 1 of 6

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IN THE HIGH COURT OF DELHI AT NEW DELHI

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CO.A.(SB) NO. 23/09 & CA NOs. 784/2009 AND 785/2009

+ Date of Decision: 13^th April, 2010

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R.K. GARG

...Appellant

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Through: Mr. Harish Malhotra, Sr. Advocate

with Mr. Vipul Gupta, Advocate.

Versus

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UNION OF INDIA & ORS. ....Respondents

CORAM:

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HON'BLE MR. JUSTICE P.K.BHASIN

1. Whether Reporters of local papers may be allowed to see the

judgment?(No)

2. To be referred to the Reporter or not?(No)

3. Whether the judgment should be reported in the digest?(No)

ORDER

I had already heard the preliminary submissions in the matter

made by Shri Harish Malhotra, the learned senior counsel for the

appellant and had reserved orders which I proceed to pass today.

2. The appellant, who claims himself to be a Director and shareholder

of M/s Montreaux Resorts (P)Ltd.(MRL), respondent no.2 herein having

got 30,200 shares of the value of Rs.30.20 lacs pursuant to the decision

taken by the Board of Directors of MRL taken in Board meeting held on

18^th December,2007, has filed this appeal against the order dated 31^st

January,2008 passed by the Company Law Board(CLB) in Company

2010:DHC:2002

CO.A.(SB) NO. 23/09 & CA NOs. 784/2009 AND 785/2009 Page 2 of 6

Petition No. 114 of 2007 “ Sonia Khosla vs M/s Montreaux

Resorts(P)Ltd.,(filed by Ms. Sonia Khosla, another Director of MRL) while

disposing of CP No.01/08 filed by someone on behalf of MRL, whereby

the CLB set at naught the decisions taken by the Board of Directors in the

meetings held on 11^th and 18^th December,2007 under the Chairmanship

of Ms. Sonia Khosla allotting shares to different persons and inducting the

appellant herein in the Board as a Director. The grievance of the appellant

is that the order dated 31^st January,2008 was passed not only without

affording any hearing to him but also without even issuing any notice to

him of either the main petition of Sonia Khosla or even of CP 01/08.

3. The appellant’s case is that there were some disputes between two

Groups claiming to be exclusively entitled to manage the affairs of MRL.

One Group was ‘Khosla Group’ and the other group was ‘Bakshi Group’.

Ms. Sonia Khosla, one of the two original Directors of MRL claiming

oppression and mismanagement of the affairs of MRL at the hands of

Bakshi Group, which was primarily comprising of one Mr. Vikram Bakshi,

Mr. Wadia Prakash and Mr. Vinod Surha, out of whom Mr. Wadia Prakash

and Mr. Vinod Surha were initially inducted as Additional Directors into

the Board of Directors and they, in turn, subsequently had inducted Mr.

Vikram Bakshi also as a Director in the Company’s Board.

4. The disputes between the two Groups resulted in both the Groups

convening separate meetings of the Board of Directors of MRL. The

2010:DHC:2002

CO.A.(SB) NO. 23/09 & CA NOs. 784/2009 AND 785/2009 Page 3 of 6

Board meetings on behalf of Khosla Group were held under the

Chairmanship of Ms. Sonia Khosla while the other Group started holding

Board meetings under the Chairmanship of one of the above named three

persons belonging to Bakshi Group. During the pendency of the Company

petition filed by Ms. Sonia Khosla she along with another Director whom

she had brought into the Board held a Board meeting on 18-12-2007 and

in that meeting, as per the appellant’s case, he was not only allotted

shares of MRL but he was also made a Director. During the pendency of

the Company petition the Bakshi Group proposed to hold a Board

meeting on December 24, 2007.