MANISHA COMMERCIAL LIMITED Vs. N R DONGRA

JUDGEMENT

(1.) This order will dispose of the application of the plaintiff under Order XXXIX Rules 1 and 2 Civil Procedure Code seeking the following relief:-

(2.) The facts in short relevant for deciding this application are:- That the plaintiff claims to be the sole beneficiary of the trust known as Manisha Benefit Trust of which defendant No. 1 is the sole trustee and its corpus comprises of 11% shares of defendant No. 2 company. 49% shares of this company are held by certain companies which can be collectively called as Charat Ram Group of Companies and 40% shares are held by defendant No. 1. The trust was established in 1991 in which the settler had handed over a sum of Rs. 10,000.00 to the trustee. From out of these funds 11%. shareholding of defendant No. 2 was acquired for the trust. The subjects of the trust are the receipt of income, dividends, interest and donations, etc. which are to be given to the beneficiary, namely, the plaintiff. Defendant No. 1 was nominated the sole trustee of this trust. The trust is stated to be for a period of 99 years or such earlier period as may be determined by the trustee. The trust is stated to be irrevocable and defendant No. 1 has been empowered to nominate a trustee in his stead.

(3.) A notice dated 17th May, 1999 was issued by defendant No. 2 informing the shareholders that an extra ordinary general meeting of the company would be held on 10th June, 1999 to consider certain resolutions for appointment of directors. This notice was sent on the requisition received from certain shareholders of the 2nd defendant company. The plaintiffs case was that the proposed resolutions were in the interest of defendant No. 2 company as well as in the interest of the plaintiff trust who is the ultimate and sole beneficiary in respect of shares held by the trust in defendant No. 2 company. As the plaintiff apprehended that interest of defendant No. 1 was adverse to and/or in conflict with the interest of the trust as well as the interest of the plaintiff, the sole beneficiary of the trust, the plaintiff filed this suit for declaration, prohibitory injunction and mandatory injunction directing defendant No. 1 to give proxy in favour of plaintiffs representative for attending, voting etc. in the extra ordinary general meeting of defendant No. 2 convened for 10th June, 1999 or any adjourned date and also to give power of attorney in favour of plaintiffs representatives to attend all further shareholders meeting of defendant No. 2. The reliefs claimed in the suit were as under:-