Dismissed

Naina Deepak Kamani v. Janson Engineering and Trading Pvt. Ltd. and Ors.

Bombay HC4 Oct 2010APP/796/2010

Case brief

AI extract

What is this about?

Appeal against order refusing interim injunction in a suit challenging the legality of company board meetings. Single Judge held that legality issues must await final trial and balance of convenience favored respondents. Appeal dismissed.

What did the court decide?

Application seeking reinforcement of notice of motion for interim injunction dismissed; prayer for stay of order rejected.

Naina Deepak Kamani Vs Janson Engineering and Trading… — Specific Performance | Bombay HC (2010)

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Appeal 796/10.

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

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srp

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ORDINARY ORIGINAL CIVIL JURISDICTION

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APPEAL NO. 796 OF 2010 IN NOTICE OF MOTION NO. 3701 OF 2009 IN

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SUIT NO. 2429 OF 1997

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Naina Deepak Kamani ....Appellant Versus Janson Engineering and Trading Pvt. Ltd. & Ors. ....Respondents.

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....Respondents.

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Mr. S. H. Doctor, Sr.Counsel a/w. Mr. J.P.Sen a/w. Mr. Nimay Dave, Counsel i/b. Ms. Bachubhai Munim and Co., Advocates for the appellant.

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Mr. V. A. Thorat, Sr. Advocate a/w. Mr. Vaibhav Sugdhare and Mr. Dipankar Das i/b. M/s. M.V. Kini & Co., Advocate for respondent no.1.

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Coram : SMT. RANJANA DESAI & R. V. MORE, JJ. Date : October 4, 2010.

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P. C. (Per R. V. More,J.) :

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Heard Mr. S. H. Doctor, learned senior counsel for the appellant

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and Mr. V. A. Thorat, learned senior counsel for respondent no.1. The

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appeal takes exception to the order passed on 21/6/2010 whereby

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the plaintiff’s notice of motion, being Notice of Motion No. 3701 of

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2009 came to be disposed of. The appellant is the original plaintiff, respondent nos.1 to 12 are original defendant nos.1 to 12 and respondent nos. 13 and 14 are original respondent nos.1 and 2. [For

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Appeal 796/10.

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the sake of convenience parties are referred to by their respective title in the main suit.] By the said notice of motion, the plaintiff claimed injunction against defendant nos. 1, 2, 3, 6 and respondent nos. 1 & 2, restraining them from implementing or taking any steps in furtherance of the decisions allegedly taken at the purported board meetings of defendant no.1-company held on 5/8/1993, 6/8/2009, 31/8/2009 and 9/10/2009. The plaintiff also claimed injunction against defendant no.6 and respondent nos.1 & 2 restraining them from acting as director or alternative director of defendant no.1company. The plaintiff further claimed injunction restraining defendant nos.1, 2, 3 & 6 and respondent nos. 1 and 2 from convening or holding any meeting of defendant no.1-company or acting in pursuance of alleged decisions or resolutions passed at said meetings convened or held on 5/8/1993, 6/8/2009, 31/8/2009 and

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9/10/2009.

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So far as board meeting dated 5/8/1993 is concerned, the plaintiff claims that she was wrongly shown present at the meeting, when in fact she was out of India at the relevant time. As regards board meeting dated 6/9/2009, the plaintiff contends that the situation was created by the defendants requiring her to leave the premises. As regards meeting dated 31/8/2009, plaintiff’s contention

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Appeal 796/10.

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is that she received notice thereof after the date of meeting. As regards board meeting dated 9/10/2009, it is the contention of the plaintiff that same was requisitioned by the person who was not director of the company. The defence of the defendants is that the plaintiff ratified the decision of the board taken in the meeting held on 5/8/1993. The defendants by filing reply denied the plaintiff’s contention regarding other 3 meetings.

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There is no dispute that the only asset of the defendant no.1company is the building known as “Ram Nivas”, which consists of 4 flats situated on 4 floors. Flats on the 2^nd , 3^rd and 4^th floors are occupied by the parties. The dispute mainly relates to the flat on ground floor. There is no dispute that the Court Receiver has been appointed in respect of the said flat on the ground floor. The plaintiff by filing the aforesaid suit, has challenged the legality and validity of the board meetings of defendant no.1-company held on 5/8/1993, 6/8/2009, 31/8/2009 and 9/10/2009. The issue regarding the legality and validity of the board meetings cannot be gone into at interim stage and same will have to be decided after giving an opportunity to the parties to lead evidence. The interest of the plaintiff will not be prejudiced by refusal of the reliefs claimed by her in the notice of motion, inasmuch as the Court Receiver has already

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Appeal 796/10.

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been appointed in respect of the flat on ground floor of the said building in respect of which the main dispute relates. On the contrary, the grant of interim relief claimed by the plaintiff, will seriously affect the interest of the defendants and respondent nos. 1 & 2. In above circumstances, in our opinion, the balance of convenience is not in favour of the plaintiff.

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The learned Single Judge in the impugned order has protected plaintiff’s interest by giving clarification that any resolution or statement of accounts which are said to have been passed, will not in any way affect the rights of the parties in the flat on the ground floor. Learned Single Judge has further recorded the statement of counsel for defendant no.1-company that in so far as the issue of additional shares is concerned, if their issuance is found necessary by the company, such shares will be first offered to the existing share holders

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in proportion to the existing share holding and if any shareholders refuse the offer, the shares will be issued to third parties. In the backdrop of these circumstances, we find that the learned Single Judge has considered all the aspects of the matter in their proper perspective. We do not find any error in the said order so as to enable us to interfere with the same. In the circumstances, appeal is dismissed.

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Appeal 796/10.

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At this stage, Mr. Thorat, learned senior counsel for the Company/respondent no.1 states that if there are any orders directing the Company to pay the municipal taxes, the Company shall pay the same. The statement is accepted.

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In view of the disposal of the appeal, the Notice of Motion No. 2206 of 2010 will not survive for consideration, and therefore, the same is disposed of. At this stage, counsel for the plaintiff requested that the order be stayed. Prayer is rejected.

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(Smt. Ranjana Desai,J.)

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(R.V. More, J.)

Naina Deepak Kamani v. Janson Engineering and Trading Pvt. Ltd. and Ors.

Case brief

What is this about?

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Naina Deepak Kamani v. Janson Engineering and Trading Pvt. Ltd. and Ors.

Case brief

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What the court decided

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