JAIDEEP HALWASIYA Vs. RASOI LTD.

JUDGEMENT

(1.) THE plaintiff holds more than seven per cent. of the undisputed paid -up capital of the first defendant -company and has instituted the suit, with leave under Order 1 Rule 8 of the Code of Civil Procedure, for himself and "on behalf of and for the benefit of all shareholders" of the first defendant -company except the defendant shareholders.

(2.) THOUGH in the plaint the plaintiff cites several other transactions in support of his contention that the persons in control of the company are wrongdoers and have been conducting the business of the company for their personal benefit and to the company's detriment, the only challenge in these interlocutory applications is as to an item of business transacted at the annual general meeting of the company held on September 25 and 26, 2006. G. A. No. 3253 of 2006 is the first application in point of time and the orders sought are in aid of the primary reliefs in the suit. G. A. No. 3509 of 2006 is the second application for substantially the same orders which have been sought upon discovery of a further act of alleged illegality in respect of the relevant resolution shown to have been passed at that general meeting. G. A. No. 2973 of 2007 is for the appointment of a special officer to chair the subsequent annual general meeting. The plaintiff says that the third application has worked itself out. An order was made on the third application appointing an independent person to chair the subsequent annual general meeting, but in appeal the order was modified and the independent person was directed to only act as an observer at such subsequent annual general meeting.

(3.) THE admitted position is that the promoters of the company held about 50.69 per cent. of the paid -up capital of the company prior to the allotment of shares following the impugned resolution. The allotment has resulted in the promoters' shareholding having swelled to 54.06 per cent. of the increased paid -up capital of the company.