TONY FRANCIS GUINEESS Vs. INDEKKA SOFTWARE PVT LTD

JUDGEMENT

(1.) Heard the learned counsel for the plaintiff and defendant Nos. 1, 2 and 3 who appear on private notice.

(2.) In view of the decision of the division Bench of this Court in CDT Financial services (Mauritius) Ltd. Vs. BPL communications Ltd. reported in 2004 (Vol 56) SEBI and Corporate Laws 665, the learned counsel for the defendant does not object to the jurisdiction of this Court to entertain and try this suit.

(3.) After entering into the shareholders' agreement, the plaintiff and defendant No. 2 formed the defendant No. 1 company. Article 50 of the Articles of association prescribes that the Board would take decisions by simple majority with a proviso that certain decisions could be taken only if both the plaintiff and the defendant or their nominees had voted in favour of that resolution. The said article also provides that increase of the share capital of the Company including the issuance of further shares would require consent both of the plaintiff as well as of the defendant expressed in the form of positive votes on the resolution. It is the contention of the plaintiff that a resolution for issuance of a further share capital was passed without his consent and he or his nominees director has not voted in favour of the resolution and therefore, further issuance of share capital by the plaintiff is contrary to article 50 of the articles of Association.