RAMA NARANG Vs. RAMESH NARANG

JUDGEMENT

(1.) This appeal arises from the order dated 8/6/1994/9/6/19944 of the division bench of the Bombay High court rendered in Appeal No. 684 of 1992 against an order dated 17/8/1992 passed by the learned Single Judge making absolute the Notice of Motion No. 1593 of 1992 taken out by the appellant Rama Narang and Respondents 4 and 5, namely, Narang International Hotels Private Limited and Arvind Ghei. The two reliefs granted by the learned Single Judge were to restrain Respondents 1 and 2 from (a) acting upon, implementing, circulating, or taking any steps in furtherance of any decision purported to have been taken at the Board meeting alleged to have been held on 13/7/1992 and from (b) obstructing or interfering with the petitioner's functioning as Chairman and Managing Director of the respondent-company. By the impugned judgment, the division bench partly allowed the appeal by setting aside the order of the learned Single Judge in respect of grant of prayer (b) of the motion while keeping the relief in terms of prayer (a) of the notice of motion undisturbed.

(2.) M/s Narang International Hotels Private Limited is a deemed Public Limited Company under Section 42 (a) of the Companies Act engaged in the a business of the hoteliering and flight-catering. The members of the Narang family have shareholding in this Company. Rama Narang, the appellant before us is the founder and the largest shareholder of the Company. Respondents 1 and 2 are the sons of the appellant. Respondent 3 Kantilal Sethia and Respondent 5 Arvind Ghei were the secretary and Director of the Company, respectively.

(3.) In a general meeting of 25/6/1990, the appellant was appointed the Managing Director of the Company and his wife Mrs Mona Rama Narang was appointed whole-time Additional Director. On 29/6/1990 in an extraordinary general meeting of the Company, the Articles of Association were amended and the appellant was appointed as the Chairman and Director for life of the Company.