BHANKERPUR SIMBHAOLI BEVERAGES P LTD Vs. SARABHJIT SINGH

JUDGEMENT

(1.) THIS shall dispose of Civil Revision No. 1109 of 1994 and also application under Order 39, rules 1 and 2 read with Section 151 of the Code of Civil Procedure, 1908, praying for ad interim injunction against the defendants in Civil Suit No. 460 of 1994 titled as Bhankerpur Simbhaoli Beverages Pvt. Ltd. v. Utpal Kumar Ganguly, pending in the court of the Additional Senior Sub -Judge, Rajpura. Civil Revision No. 1109 of 1994 has been directed against the ad interim order dated March 18, 1994, passed by Sh. G. S. Khurana, Additional District Judge, Patiala, in the pending appeal arising out of Civil Suit No. 33 of 1994 pending in the court of the Senior Sub -Judge, Patiala.

(2.) INITIALLY , Civil Revision No. 1109 of 1994 directed against the order of the Additional District Judge, Patiala, was filed in this court, but before the matter could be finally decided, Civil Suit No. 460 of 1994 was filed in the court of the Additional Senior Sub -Judge, Rajpura. Since the matterinvolved was common in both the suits, i.e., the civil suit out of which Civil Revision No. 1109 of 1994 has arisen and Civil Suit No. 460 of 1994 learned counsel for the parties, on October 17, 1994, stated at the Bar that this court should finally decide the application under Order 39, Rules 1 and 2 of the Code of Civil Procedure, filed by the plaintiff in Civil Suit No. 460 of 1994 and also the matter which was pending in appeal before the Additional District Judge, Patiala, arising out of the application under Order 39, Rules 1 and 2 of the Code of Civil Procedure, in Civil Suit No, 33 pf 1994. They further stated that on decision by this court, the appeal pending before the Additional District Judge would become infructuous. Not only the counsel made a statement at the Bar, but also filed a joint application, Civil Miscellaneous No. 6474 -CII of 1994 in which a prayer had been made for transfer of the application under Order 39, Rules 1 and 2 of the Code of Civil Procedure in Civil Suit No. 460 of 1994 pending before Sh. Balbir Singh, Sub -Judge, 1st Class, Rajpura, to this court for decision along with Civil Revision No. 1109 of 1994. It may be mentioned at this stage that although this court while sitting on the revisional side was reluctant to decide the application under Order 39, Rules 1 and 2 of the Code of Civil Procedure in Civil Suit No. 460 of 1994 at Rajpura and also the subject -matter of appeal arising out of application under Order 39, Rules 1 and 2 of the Code of Civil Procedure at Patiala, but since the parties had made a joint prayer and also stated at the Bar before this court that both the matters be taken up and disposed of by a common order, this court vide order dated July 15, 1994, allowed the prayer and, therefore, both the matters are being disposed of finally in this revision petition.

(3.) THE suit at Rajpura has been filed by Bhankerpur Simbhaoli Beverages Pvt. Ltd. (B.S.B. in short) through Sh. Sarabhjit Singh, stated to be managing director and ex -factory manager of B.S.B. The suit is for declaration with the prayer that extraordinary general meeting (E.G.M. for short) of B.S.B. pursuant to the alleged notice dated January 3, 1994, or January 27, 1994, was not held at 4, Community Centre, Lawrence Road, Industrial Area, New Delhi, or at any other place ; that resolutions alleged to have been passed at the said extraordinary general meeting on February 22, 1994, as claimed by defendants Nos. 1 to 9 are non -existent, fictitious and are of no effect; that resolution purported to be passed at the extraordinary general meeting of B.S.B. allegedly held on February 22, 1994, even ifactually held, are illegal and void and are of no effect. A perpetual injunction is being sought to restrain defendants Nos. 1 to 10 or any of them or servants and agents from giving effect to or relying upon or touching within furtherance of the alleged resolution dated February 22, 1994, allegedly passed at the said impugned extraordinary general meeting of B.S.B. allegedly held on February 22, 1994, and further restraining defendants Nos. 1 to 9 from acting or holding themselves out as directors of B.S.B. in reliance upon the resolutions purported to be passed in the alleged extraordinary general meeting and further restraining defendants Nos. 1 to 10 from interfering with or obstructing or disputing 'the acting of defendants Nos. 10 and 16 to 25 as directors of B.S.B. It has been averred in the plaint that B.S.B. is a company incorporated under the provisions of the Companies Act, 1956 (in short, the Companies Act), and has its registered office at Bhankerpur Simbhaoli Beverages Pvt. Ltd., Bhankerpur, Dera Bassi, District Patiala, Punjab. The main objects of the company, i.e., B.S.B., are to carry on the business of brewers, distillers, bottlers, wine manufacturers and to prepare, buy, store, sell, distill, manufacture, redis -till and deal in all kinds of beers, wine, liquors, etc. B.S.B. was earlier owned by Simbhaoli Industries Pvt. Ltd, (S.I.L. in short). The shareholding position of B.S.B. immediately before the takeover of the same by S.I.L. was as under :