This Bench had already expressed its opinion that it is not inclined to stay the convening of the AGM. We find merit in the arguments advanced on behalf of the respondents. Counsel that the Trust which holds an equity of 47% in the Respondent Company cannot be restrainedfrom exercising its voting rights.Ĥ. Reliance was placed on a letter purported to have been signed by predecessor-in-interest of the petitioners, dispatching the dividend cheque to the Trust under his signatures for their 1200 shares. It is also submitted that the Trust was a recipient of dividends on their 1200 shares as and when declared.
The personal holding of late Sir Sobha Singh was only of 51 shares which devolved upon his wife, Sardarni Waryam Kaur. 15 lakhs with directions that the dividend accruing thereon should be credited to the Trust's Account. He has produced documents which reflect that the Trust was created in the year 1961, during the life time of Sir Sobha Singh, who at that time had transferred shares worth Rs. Counsel has countered the petitioner's arguments and has prima-facie been able to satisfy this Bench that the averments made on behalf of the petitioners are factually incorrect. Allegations are that the respondents, being totally in charge of the affairs of the respondent company, have manipulated the name of the shareholders which is evident from the Annual Returns for the year 2013-2014 reflecting all shares in the names of either “Individuals or HUF”, including the name of Sir Sobha Singh, Chairman, Sir Sobha Singh Charitable Trust and that subsequently recorded in the Annual Returns of 2014-2015, amending the name to “Sir Sobha Singh Charitable Trust” and changing the category from “Individuals/HUF” to “Others”.ģ. 1 as a regular Director, the respondents may resort to permit the Trust by the name of “Sir Sobha Singh Public Charitable Trust”, who is neither a shareholder nor has ever voted in the past to participate and vote. It is also their apprehension that to tip the scales in favour of appointing Respondent no. It is stated that his appointment shall permit the respondents to perpetuate all such acts which are prejudicial and oppressive to the interest of the petitioner group, the minority shareholders. The petitioners have alleged suffering oppression and mismanagement in the main petition at the hands of Respondent no. Counsel for the petitioner has pointed out that the respondents are showing undue haste in convening the AGM this year, which in routine has always been held in the month of September, only for the purpose of appointing Mr. Preminder Singh as a director of the Company who shall be liable to retire by rotation. Their point of concern is in respect of Item 5 on the Agenda, being In the alternate, it is prayed that Sir Sobha Singh Public Charitable Trust be restrained from participating as a member in the AGM. 203/CII/2017 filed on, the Petitioners press for grant of urgent interim relief by way of directions for restraining the respondents from holding the AGM during the pendency of the main petition, and more specifically, one which has been called for on 26 July, 2017 Ina Malhotra, Member (Judicial):- Vide this CA no.
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