Ramayana Promoters Pvt. Ltd. Vs. Mr. Sisisr Kumar Saha and ors. - Court Judgment

Excerpt:
the court : leave is granted under clause 12 of the letters patent subject to the question of its requirement. this is a section 9 application. it is founded on a share purchase agreement dated 31st july, 2009 between the parties. the dispute is like this. the petitioner claims to have purchased 35% shares from the respondent nos.2 to 10 in the respondent no.12, a public company. according to them this transfer has not been made perfect by the said respondents by execution of a proper document, although the entire consideration has been paid by the petitioner. this application is moved ex parte on the apprehension that if notice of this application was received by the respondents, they would take steps to frustrate the case of the petitioner. it is submitted that the annual general meeting of the respondent no.12 company is scheduled to be held on 27th september, 2010. if the said respondents, namely, 2 to 10 exercise voting rights in that meeting it would very seriously affect the rights of the petitioner. on the above prima facie case i pass the following interim order: if the respondent nos.2 to 10 choose to attend and vote in the said annual general meeting, no effect is to be given to any resolution passed therein till further orders of this court. the petitioner will be allowed to attend and vote in the annual general meeting without prejudice to the rights and contentions of the parties in this application. if the respondent nos.2 to 10 do not attend, effect will be given to the resolutions taken. further any declared dividend for this 35% shares is not to be distributed and to be kept in a separate account by the respondent no.12 company. the said respondents will not create any third party interest in the shares. i make this application returnable on 30th september, 2010. all parties concerned are to act on a signed photocopy of this order on the usual undertakings.

Judgment:
The Court : Leave is granted under Clause 12 of the Letters Patent subject to the question of its requirement. This is a Section 9 application. It is founded on a share purchase agreement dated 31st July, 2009 between the parties. The dispute is like this. The petitioner claims to have purchased 35% shares from the respondent nos.2 to 10 in the respondent no.12, a public company. According to them this transfer has not been made perfect by the said respondents by execution of a proper document, although the entire consideration has been paid by the petitioner.

This application is moved ex parte on the apprehension that if notice of this application was received by the respondents, they would take steps to frustrate the case of the petitioner. It is submitted that the Annual General Meeting of the respondent no.12 company is scheduled to be held on 27th September, 2010. If the said respondents, namely, 2 to 10 exercise voting rights in that meeting it would very seriously affect the rights of the petitioner. On the above prima facie case I pass the following interim order:

If the respondent nos.2 to 10 choose to attend and vote in the said Annual General Meeting, no effect is to be given to any resolution passed therein till further orders of this Court. The petitioner will be allowed to attend and vote in the Annual General Meeting without prejudice to the rights and contentions of the parties in this application. If the respondent nos.2 to 10 do not attend, effect will be given to the resolutions taken. Further any declared dividend for this 35% shares is not to be distributed and to be kept in a separate account by the respondent no.12 company. The said respondents will not create any third party interest in the shares. I make this application returnable on 30th September, 2010.

All parties concerned are to act on a signed photocopy of this order on the usual undertakings.