DESHRAJ GUPTA Vs. SHIVRAJ GUPTA

JUDGEMENT

(1.) In this suit, the Plaintiffs seek declaration to the effect that the proceedings of the third Defendant's Annual General Meeting (AGM) dated 30.09.1985 are invalid and inoperative and that the Resolution passed that day vis-?-vis the Board of Directors is also inoperative. Consequentially, injunctions are sought against the Defendants. In addition, the first Plaintiff seeks declaration that he is the owner of about 35 equity shares in the company with a further direction to the third Defendant to record the transfer in his favour. Lastly, the Plaintiff seeks a declaration that he has retired as a Director.

(2.) The brief facts that emerge from the pleadings are that the third Defendant (Central Investments), is a private limited company. The Plaintiffs and the first two Defendants are related to each other, being the brothers and children of Late Shri Hans Raj Gupta who died on 3.7.1985. There were 200 shares in the company of which Late Shri Hans Raj Gupta owned 50 through a Trust i.e. Gopal Charity Trust. The company had also issued 300 voting preference shares. The Plaintiffs claim that by virtue of certain arrangements i.e. letters dated 15.6.1985, another agreement dated 15.8.1985, and a further agreement dated 6.8.1985 and 27.7.1985, various shareholders i.e. Avinash Sharma, Sushil Chander Gupta and Harish Chander Gupta have assigned/transferred their holding which worked out to a total of 35 shares.

(3.) It is not in dispute that on 16.8.1985, Board of Directors of Central Investment in a meeting approved the transposition of Avinash Sharma as the heir and permitted rectification of the share holding of Late P.C. Sharma. This Resolution has been admitted by the Defendants. On 2.9.1985, the third Defendant issued a notice, stating that an AGM would be held on 30.09.1985, and also circulated an agenda of the meeting. The Plaintiffs' claim - an allegation which is not denied by the Defendants that they gave notice to Central Investments on 10.09.1985 holding themselves out as candidates for election as Directors. The Plaintiffs also issued a special notice to the third Defendant company intending to move a Resolution for removal of the first Defendant from Directorship on 13.09.1985. The Company apparently took cognizance of the two notices, dated 10.09.1985 and 13.09.1985, issued by the Plaintiffs and informed its members about the two proposed Resolutions stating that the same would be taken up on 30.09.1985, when the AGM was scheduled.