S MURUGAN Vs. KARUR VYSYA BANK LTD

JUDGEMENT

(1.) MS. R. Banumathi, J.O.A. No. 1169 and Others in C.S. No. 937 of2007 and O.A. No. 1240 and 1241 of 2007 in C.S. No. 980 of 2007.In C.S. No. 937 of 2007 and A. No. 1169 to 1172 of 2007 applicant/plaintiff challenges the impugned Assignment Deed, Mortgage Deed and Lease Deed (dated 9.10.2007) and seeks for declaration that those documents are void abinitio on the ground of collusion and that those documents were executed without authority and are null and void. Along with the plaint, four applications were filed by the plaintiff for restraining defendants 1 to 5 and 8 and their men from acting and giving effect to the impugned deeds of assignment, mortgage and lease deed.

(2.) THE dispute relates to the 7th defendant Company's immovable assets Udayam THEa-tre and Kalyana Mandapam. THE premise comprises of theatre building viz., Udayam, Suriyan, Chandiran, Mini Udayam and Kalyana Mandapam - Udayam Kalyana Mandapam standing in the name of M/s. Aruna THEatres and Enterprises Pvt. Ltd. (for short Aruna THEatres/7th defendant) THE land in question is in an extent of 23 grounds and 1930 sq.ft. situated at T.S. No. 2, Kodambakkam, Door No. 3, Pillar Road, Ashok Nagar, Chennai. THE applicant/plain-tiff is the Shareholder and Director of D-7 Company. He was appointed as Director of D-7 Company at the EGM of the Company held on 5.1.2007. Challenging the documents, D-7 Company also filed the suit C.S. No. 980 of 2007. It has also filed applications O.A. Nos. 1240 and 1241 of 2007 for restraining de-fendants 1 to 5 from entering into the premises. D-7 and 6-8 are the family owned private Companies. Family members are the share-holders. As the dispute pertains to the family Company, other family members, who are shareholders, have filed number of impleading applications. All the applications shall stand disposed of by this common order. For convenience, parties are referred as per ar-ray in O.S. No. 937 of 2007.

(3.) THE petitioners in the said petition filed an application C.A. 41 of 2007 in C.P. 64 of 2006 before the CLB seeking permission for the implementation of the resolutions passed at the EGM .THE CLB after hearing all the parties to the proceedings allowed the implemen-tation of the resolutions passed at the EGM. THE said Order was challenged in High Court in C.M.A. 1900 of 2007 by the directors who were removed. High Court upheld the Order of the CLB thereby confirming the appointment of new directors and removal of the old direc-tors at the EGM held on 5.1.2007. This Court in the said C.M.A. inter alia passed directions that, "No major policy or important decisions to be taken by the Board of Directors without the consent of the Company Law Board. It was also ordered that there should not be any alien-ation, transfer, encumbrance of the Company assets without the consent of the Company Law Board.