VICTOR FERNANDES Vs. RAGHAV BAHL OF NOIDA INDIAN

JUDGEMENT

(1.) The plaintiffs have filed this suit as a derivative action on behalf of defendant no.3, eEighteen. com Limited. It is not necessary for the purpose of the present notice of motion to set out the precise shareholding of the parties herein in defendant no. 3. Suffice it to state that defendant nos. 1 and 2 together control 92.83% of the equity shares of defendant no. 3. The plaintiffs together control about 6.38% of the equity shares of defendant no. 3. Defendant nos.4 to 10 are all companies directly and/or indirectly controlled, managed and owned by defendant nos.1 and/or 2.

(2.) The plaintiff has sought a permanent injunction restraining the first defendant from undertaking or pursuing or taking up any expansion, development or evolution of the activities or exploiting any opportunity offered to defendant nos. 1 to 3 after 12.9.2000 to any entity other than defendant no. 3 or its whollyowned subsidiary; a permanent injunction restraining defendant no. 2 from in any manner exploiting any opportunity offered to it after 12.9.2000 except through defendant no.3 or its whollyowned subsidiary; a permanent injunction restraining defendant nos.1 and 2 from in any manner carrying on the businesses in respect of the activities listed in paragraph 11 of the plaint or utilising any of the domain name or names listed in paragraph 11 and exhibit "D" to the plaint except to Defendant no.3 or its whollyowned subsidiary. The Plaintiffs have also sought a decree directing defendant nos.1 and 2 to disclose the businesses started after 12.9.2000 by them directly or through any other entity controlled by them other than defendant no.3 and to transfer to defendant no.3 all such businesses along with all the assets and properties belonging to such businesses, activities and ventures as so disclosed and to render accounts of all the profits and to such businesses ventures or activities commenced after 12.9.2000 in violation of an agreement dated 12.9.2000 whether directly or through any other company or entity owned or controlled by Defendant nos.1 and 2. Upon such accounts being rendered a decree is sought for paying over to defendant no.3 the amounts of such profits together with interest. Finally, the Plaintiffs have sought an order directing defendant nos.1 and 2 to get the shares of defendant no.3 listed on a stock exchange. The Notice of Motion is filed for interim reliefs in terms of some of the above reliefs.

(3.) Defendant no.3 was incorporated and registered on 16.3.2000. Under an agreement dated 21.5.2000, Plaintiff nos.1 and 2 agreed to sell and transfer to Defendant no.3 the entire share holding of a company called Moneycontrol.com India Pvt. Ltd., in consideration for a certain amount of money and 3,75,000 equity shares of Defendant no.3 which represented 7.5% of the equity share capital of Defendant no.3 at that point of time. In January, 2001 Plaintiff No.1 transferred 31,800 equity shares of Defendant no.3 to third parties including to Plaintiff nos.3 and 4. Thereupon, Plaintiff nos.1 and 2 held 3,43,200 equity shares of Defendant no.3 and acquired 32 equity shares of Defendant no.3. Plaintiff nos. 3 and 4 acquired 1800 equity shares of Defendant no.3 from Plaintiff no.1. Thus, together the Plaintiffs hold 3,45,03 equity shares of Defendant no.3, representing 6.5% of the total paid up equity share capital of Defendant no.3.