VINAY TALWAR Vs. VITAL COMMUNICATIONS LTD. AND ORS.

JUDGEMENT

(1.) The subject suit has been filed by the plaintiff for recovery of Rs. 25,00,000/ - and for mandatory injunction against the defendants to return to the plaintiff 3,38,900 shares of the plaintiff lying in the defendant No. 1/Company.

(2.) The suit is coming for ex -parte final arguments and counsel for the plaintiff has been heard.

(3.) The case as set out in the plaint is that the plaintiff owned shares in the defendant No. 1/Company M/s. Vital Communications Ltd. The plaintiff owned 3,38,900 shares in the company. Plaintiff was appointed as a Managing Director of the company on 17.5.1995 for a period of five years and was re -appointed for another five years w.e.f. 17.5.2000. The plaintiff entered into an MOU dated 16.4.1998 with the defendant No. 2 when the defendant No. 2 promised to infuse funds. Defendant No. 2 introduced defendant No. 3 who initially brought in Rs. 24 lacs. One Company M/s. Research Engineers, Inc. California, USA now known as M/s. Net Guru Inc. approached the defendant No. 1/Company for purchase of 30% stake in the defendant No. 1/Company and a Letter of Intent (LOI) dated 14.4.2000 was executed between M/s. Research Engineers Pvt. Ltd. (in short 'REPL') a 100% subsidiary of M/s. Net Guru Inc. and the defendant No. 1/Company whereby REPL transferred a sum of Rs. 2.5 crores to the defendant No. 1/Company on 18.4.2000 and two nominees of REPL Sh. Gurudas Sarkar and Sh. Amrit Dass were inducted as the Additional Directors in the defendant No. 1/Company. Plaintiff further pleads that defendant Nos. 2 and 3 wrongly and surreptitiously misappropriated amounts of the defendant No. 1/Company by transferring a sum of Rs. 1.75 crores to other private companies and individuals. It is pleaded that since defendant No. 2 brought in a sum of Rs. 55 lacs, actually therefore, the misappropriation would be Rs. 1.2 crores by defendant Nos. 2 and 3. Plaintiff further pleads that defendant Nos. 2 and 3 illegally and unlawfully got allotted 72 lac shares of the defendant No. 1/Company to the companies controlled by them. It is further pleaded that the funds which were misappropriated by the defendant Nos. 2 and 3 were rotated to purchase 72 lac shares of the defendant No. 1/Company. It is pleaded that though defendant No. 1/Company in the books received an amount of Rs. 9 crores towards the allotment of 72 lac shares of Rs. 10/ - each at premium of Rs. 2.5 per share however, defendant No. 1 actually did not receive any amount against the shares allotted. It is further pleaded that defendant Nos. 2 and 3 have unlawfully made a gain of approximately Rs. 90 crores. Plaintiff further pleads that his 3,38,900 shares were lying in the office premises of defendant No. 1/Company and that plaintiff was however locked out from the office of the defendant No. 1/Company by illegally removing him from the post of Managing Director and was not allowed to take back the shares from his office. Plaintiff pleads that at the relevant time the shares of defendant No. 1 were being traded at approximately Rs. 100 per share.