C.P. No. 69(ND)/2015. Case: Ajit Singh Bhandari and Ors. Vs Bhandari Builders Pvt. Ltd. and Ors.. Company Law Board

Case NumberC.P. No. 69(ND)/2015
CounselFor Appellant: Suhail Dutt, Senior Advocate, Ankit Singhal and Sankap Goswami, Advocates and For Respondents: S.N. Mookherjee, Amit Sibal, U.K. Chaudhary, Senior Advocates, K. Datta, Diggaj Pathak, Shweta Sharma, Pawan Sharma, Anuj Shah, Divya Bhaila and Deepali Dwivedi, Advocates
JudgesM.M. Kumar, C.J. (Chairman)
IssueCompany Law
Judgement DateAugust 31, 2015
CourtCompany Law Board


M.M. Kumar, C.J. (Chairman), (New Delhi Bench)

  1. Company petition mentioned.

  2. Respondents are represented. All of them requested for some time to file their respective written statement. Let written statements be filed within four weeks with a copy in advance to the counsel for the petitioner. Rejoinder if any be filed within two weeks thereafter with a copy in advance to each of the respondents. To come up for consideration on 14.10.2015 alongwith C.P. No. 68 of 2015.

  3. On behalf of the petitioner Mr. U.K. Chaudhary has pressed for grant of interim relief restraining respondent No. 2 & 3 from representing and/or acting on behalf of respondent No. 1 company in all legal proceedings which also includes AC No. 58 of 2014 pending before the Sole Arbitrator, Suit No. (L) 881 of 2014 before the High Court of Bombay and AA No. 400 of 2014 before the City Civil Court, Bangalore. A further prayer has been made for grant of status quo order on the construction activities undertaken by respondent No. 9 on the land and/or restrain respondent No. 9 from selling, transferring, alienating, encumbering in any manner or creating any third party.

  4. The aforesaid interim order has been claimed primarily on the ground that Respondent No. 2 is the managing director and shareholder in Bhandari Builders Pvt. Ltd., Respondent No. 1 Company. Respondent No. 3 wife of Respondent No. 2 is also a director and a shareholder in respondent No. 1 Company. The petitioners have alleged that the shareholders alongwith Petitioners No. 1 & 3 made an attempt to call a EGM on 15.10.2014 in order to rectify various illegal acts of Respondents No. 2 & 3 in respect of R-1 company. Their efforts were stalled by Respondent No. 2 as he resorted to several court proceedings. The shareholders were allowed to proceed with the EGM with an injunction of composition of the Board of Directors. The EGM was held on 15.10.2014 and 61.52% shareholders unanimously voted against the Joint Development Agreement and authorized petitioner No. 1 alone to represent Respondent No. 1 Company in all proceedings relating to the land situated at Shettigere, Bangalore. However, Respondent No. 2 is continuing to represent Respondent No. 1 company and has carried on activities in pursuance of the Joint Development Agreement between Respondent No. 1 and Respondent No. 9. It is further appropriate to mention that all the petitioners put together have 50.44% shares in the Respondent No. 1 Company whereas respondents No. 2 & 3 have 16.34% shares in the company. The daughter of Respondents No. 2 & 3 namely Mrs. Avneet Bedi Respondent No. 5 has also supported the cause of the petitioner and she has 10.49% shares in respondent No. 1 Company. She also raised the issue of related party transactions vide her letter dated 19.5.2014 (P.11 at p.230). It is further pertinent to point out that Respondent No. 1 has land situated at Shettigere, Bangalore which is jointly purchased by Petitioner No. 1, Respondent No. 1 and Respondent No. 2. They constituted an association for joint development of the land.

  5. It has come on record that Respondent No. 2 floated another company known as Bhandari Developer and Constructions Pvt. Ltd. On 30.1.2009 which was 100% owned by Respondents No. 2 & 3 (Annual return for the financial year 2012-2012 p.500)...

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