Case: H. Ramesh and Ors. Vs Aparna Theatres P. Ltd. and Ors.. Company Law Board
| Judges | Kanthi Narahari, Member |
| Issue | Company Law |
| Citation | [2009] 152 CompCas 715 (CLB) |
| Judgement Date | September 24, 2009 |
| Court | Company Law Board |
Order:
Kanthi Narahari, Member, (Chennai Bench)
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The company petition was moved on September 1, 2009, by the petitioners constituting 16 per cent. of the total number of shareholders of the company praying, inter alia, for interim reliefs as prayed at paragraph ix(i) mainly to pass an order of injunction restraining the third and fourth respondents from evicting the first respondent-company from utilising the property bearing Nos. 123 and 20 division No. 14, facing Subedhar Chatram Road and Tank Bund Road, Bangalore ad measuring 2,775 sq. yards. Shri Ramprasad, learned Counsel, appearing for respondents Nos. 4 and 9 sought 10 days time to file counter to the interim reliefs prayed by the petitioner and counter has been filed on September 15, 2009, after serving copy on the other side. The matter was heard on September 15, 2009, at length and this Bench adjourned the matter to September 22, 2009, at 2.30 p.m., to peruse the lease agreement dated December 28, 1977, whereat the respondents disputed the said lease agreement has not been registered and cannot be taken into consideration. The matter was heard today on the interim reliefs sought for by the petitioners.
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Shri Senthil Kumar, learned Counsel for the petitioners submitted that the company entered into a lease agreement dated February 11, 1974 (duly registered) with respondents Nos. 3 and 4 who are the owners of the property for a period of 36 years from October 1,1973, till September 30, 2009. The petitioners contended that under the said lease deed it was agreed between the parties, inter alia, that the company have to construct a building on the said property and carry on the business of cinema theatre in the building so constructed and that after expiry of the lease period the building and land would go back to the owners, i.e., respondents Nos. 3 and 4 herein. Learned Counsel submitted that the only business carried on by respondent No. 1 company is the business of cinema theatre. He submitted that after execution of the above lease deed another document titled as deed of lease dated December 28, 1977, was entered into between the parties agreeing to extend the tenure of the original lease by 9 years, i.e., from October 1, 2009 to October 1, 2018. Learned Counsel submitted that respondents Nos. 3 and 4 are acting in dual capacity, i.e., as the owners of the property leased to the company and as the joint managing director and director of the company, respectively. They are therefore, bound by the terms of the agreement of lease dated December 28, 1977, in the interests of the company as they hold their position in the company as the joint managing director and director in a fiduciary...
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