SIDDHANTHA SHARMA Vs. KESHA INVESTMENT PVT LIMITED

JUDGEMENT

(1.) This is an application, filed by the Chairman, Royal Airways Limited (hereinafter referred to as `the RAL'), an independent Director on the Board of Directors of RAL, formerly known as Modiluft Limited. The respondents 1 to 4 are said to be the Group Companies of Shri S.K. Modi, who is respondent No.5 herein and was said to be formerly in the management of the Company at the time when actions complained of in the application were committed. This application inter alia seeks a restraint on transfer of the shares enumerated in paragraph 9 of the application and further restraint upon the exercise of voting and other rights in respect of such shares. This application also seeks a declaration that the Board Resolution dated 30th July, 1996 making the disputed shares fully paid up is void.

(2.) Reliance is placed by the applicants in support of this application on the findings of a decision of this Court, rendered on 28th January, 2003 in CA 1852/2002 in respect of shares more particularly described in Para 9. Reliance is thus placed on the findings, recorded by this Court in Paras 12 & 13 of the aforesaid judgment in CA 1852/2002 which reads as under:

(3.) It is submitted that since the respondents 1 to 4 are owned and controlled by the management of respondent No.5 and are under his control, the orders as prayed for can even be passed pre-winding up as per the position of law laid down in 1984 (56) Company Cases 19 P.40. It is also submitted that since the action is fraudulent as found by this Court in CA 1852/2002, transactions found to be tainted by this Court cannot be relied upon and are void. It is also submitted that the entire exercise which resulted in adverse findings by this Court on 28th January, 2003 was with the sole motive of making the partly paid shares of the Investment company to be fully paid up. Accordingly orders are sought in respect of the said shares to the effect that the action of making all the shares fully paid up by the method adopted by the respondents for assignments of the alleged security deposit was void under Section 536 (2) of the Companies Act. As an interim measure, the learned Senior Counsel for the applicant, Dr. Singhvi has sought interim orders in terms of prayer (v) (vi) & (vii) which read as under: