GEETANJALI NURSING HOME P LIMITED Vs. DILEEP MAKHIJA

JUDGEMENT

(1.) By this order I shall govern the disposal of IA. No. 7626/ 2003, under O. 39 Rule 1 and 2 CPC, filed by the plaintiff in suit No. 1456/2003 seeking injunction against the defendants restraining them from entering into the hospital premises, committing illegal trespass into the hospital premises at 3 MMTC/ STC Colony, New Delhi, opposite Geetanjali Enclave, New Delhi, causing any disruption, interference in the working of hospital and from carrying on any personal and/or professional work from the hospital premises.

(2.) Plaintiff Geetanjali Nursing Home (P) Ltd. duly incorporated under the Companies Act, 1956 having its registered office 3, MMTC/STC Colony, Geetanjali Enclave, New Delhi is engaged in the business of running and mantaining hospital under the name and style of "Geetanjali Hospital". The defendants herein are medical practitioners/ Doctors who were permitted by the plaintiff to practice their medical profession from the said hospital. Defendant No. 1 is surgeon, Defendant No. 2 is Pediatrician, Defendant No.3 Orthopadiatrition. Defendants were allowed space/ work chambers in the hospital purely on leave basis to carry on their medical profession. The defendants are also share holders of the plaintiff company and they together hold approximately 18% of the total paid up capital of the company. Earlier defendants were also Directors of the plaintiff company but vide resolution dated 21.6.2003 they were voted out from Directorship in extra ordinary general meeting of the company. Then by subsequent decision taken by the company on 23.6.2003, the defendants were removed from the hospital and the permission granted to them to carry on their professional work from the premises of the hospital and the facility to use the space/chambers allowed to them was also withdrawn. It is alleged that with the removal from the Directorship of the company and withdrawal of facility of the space/working chambers to carry on their profession from hospital premises, the defendants are illegally and unauthorizedly entering the hospital premises thereby committing trespass and disrupting the working of the hospital. The defendants allegedly misappropriated the income received from the clients/patients visiting the hospital instead of depositing the same with the plaintiffs thus causing financial loss to the plaintiff. Besides, they have committed various delinquent acts of financial irregularity and breach of fiduciary duty as Directors. Therefore, the plaintiff vide notice dated 22.1.2003 convened a meeting of its Board of Directors on 25.1.2003 on which date a date was fixed for calling extra ordinary general meeting for taking appropriate steps against the defendants for their delinquent acts. Defendants thereupon served a legal notice through their counsel making false allegations and calling upon the plaintiff to adjourn the meeting scheduled for 25.1.2003. However, scheduled meeting for 25.1.2003 of Board of Directors was held and a resolution was passed for convening an extra ordinary general meeting of the plaintiff company. The defendants thereafter filed a suit No. 383/2003 before this Court. In the suit defendants sought declaratory and injunctive relief against present plaintiff who was arrayed as defendant No.6 in the said suit and other Directors in respect of some Board Resolutions as well as the convening of extra ordinary general meeting. Along with the said suit defendants also filed application under O. 39 R. 1 and 2 seeking prohibitory injunction to that end. But the said application No. 1880/2003 was rejected by the learned single Judge vide order dated 14.5.2003. Against the said order defendants preferred an appeal which was dismissed by the Division Bench vide order dated 20.6.2003. While dismissing the appeal, Division Bench vide judgment dated 20.6.2003 expressly disallowed the request of the defendant ( who were plaintiff in the earlier suit) for injunction restraining the present plaintiff from removing the defendants from Directorship of the company holding that the agreement dated 3.8.1995 relied upon by the defendants herein was not binding on the plaintiff company.

(3.) A notice dated 27.5.2003 under section 284 read with section 190 of the Companies Act was received by the plaintiff company from one of the share holder which was duly circulated among the share holders and in the extra ordinary general meeting held on 21.6.2003, the defendants were removed from the Directorship. Then in a subsequent meeting of Board of Directorship held on 21.6.2003 there was discussion regarding fresh terms and conditions for all the Doctors including defendants, for working in the hospital. Accordingly, a circular was issued to all the Doctors requesting them to attend office of the Chairman-cum Managing Director by 10 A.M on 23.6.2003 to discuss and finalize fresh terms and conditions of the working in the hospital. Defendants, however, did not attend office of the Chairman-cum-Managing Director. Thereafter, a meeting of the Board of Directors was held on 25.6.2003 and necessary resolution was passed for removal of the defendants from the hospital premises and withdrawing permission given to them for carrying on their professional work from the hospital. Details of various acts of misappropriation, misconduct are given in para No. 13 (i), (ii) and (iv) of the plaint. It is alleged that despite removal of the defendants from the hospital and withdrawal of the permission given to them for carrying on their professional work from the hospital premises they illegally and unlawfully entered into the hospital premises and disrupted the smooth functioning of the hospital. Hence the suit.