VIPON ELECTRONICS P LTD Vs. AKHILESH KUMAR

JUDGEMENT

(1.) The original suit was filed by Akhilesh Kumar, respondent No.1, who was one of the Directors of the appellant company M/s Vipon Electronics Private Limited. Its other Directors were late Shri Narain Dass, his father, who is now being represented by his legal heirs and his brother Vipin Kumar, who has been arrayed as respondent No.4 in this appeal. The appellant used to carry on its business on a rented property bearing No.E-2/79, Shastri Nagar, Delhi. Respondent No.1 filed a suit against the appellant as well as two other remaining Directors to the effect that appellant and its Directors be restrained to use brand name TELEX in any manner either for manufacturing or trading or entering into any agreement relating to the said brand with any third party. He also prayed that permanent injunction be granted restraining them not to use the factory premises and not to remove the goods, stocks/materials, machines, documents and books etc. belonging to the appellant without the consent of the respondent No.1. The learned trial court vide its order dated 27.10.2006 gave the relief in respect of Narain Dass and Vipin Kumar. Thereafter, an application under Section 152 read with Section 151 C.P.C. for amendment/correction of order dated 27.10.2006 was moved. The trial court vide its order dated 07.11.2006 also passed the restraint orders against the appellant as well. He also directed the respondent No.1 not to use the name "TLX" in any manner till the disposal of the suit. It was also ordered that clerical mistake if any stood rectified. Aggrieved by this order, the appellant has filed this appeal.

(2.) The facts germane to this case are these. The relations between the respondent No.1 on the one hand and the remaining two Directors and the Company on the other hand became strained. A meeting dated 08.04.2006 was held wherein all the Directors agreed to divide and distribute their properties and liabilities. Another meeting was held between respondents No.1 and 4 on 04.05.2006, wherein modes of the abovesaid division and distribution amongst the Directors were discussed and it was mutually agreed to keep the premises at E- 2/79, Shastri Nagar, Delhi closed and non operational. They also agreed that they would not use the brand name (TELEX). As per that agreement, respondent no.1 paid a sum of Rs.3,90,000/- to Vipin Kumar, respondent No.4. However, remaining two Directors i.e. respondent No.4 and late Shri Narain Dass continued using the factory premises and brand name TELEX. Respondent No.1 was not allowed to enter the factory premises and it transpired that both the remaining Directors were shifting all the goods, stock material from the abovesaid factory premises. Respondent No.1 had lodged a report with the police but no effect. Respondent No.1 was also removed from the post of Director of the said company vide letter dated 24.05.1996, which was sent in acceptance of his resignation letter dated 26.04.1996. Respondent No.1 denied having given such resignation letter. Respondent No.1 also sent legal notice but it did not ring the bell. On the contrary, the other two Directors put new lock on the factory premises and refused to settle the matter. Consequently, the abovesaid suit was filed.

(3.) On the other hand, the case of the appellant is this. M/s Vipon Electronics Private Limited was sole proprietorship concern of Shri Narain Dass. It used to carry on business of high speed cassette recording under the brand name TELEX. It was agreed that 82% share would be held by Narain Dass and 18% share would be held by his sons. Subsequently, it was converted into a partnership, wherein the remaining two Directors/sons of Narain Dass were joined. On 08.04.1996, under the settlement arrived at between the parties, Akhilesh Kumar, respondent No.1 was to resign from the company and the brand name TELEX was to be retained by the company. On 20.08.1996, this Court restrained respondent No.1 and his concern from manufacturing, selling, transferring and or marketing Audio Cassette copier under the brand TLX or any other name deceptively similar to the appellant's brand name "TELEX". The appellant and its two other Directors denied the case of respondent No.1 in its entirety.