Sanjeev Mahajan v. Aries Travels Pvt. Ltd. & Anr

RAJIV SAHAI ENDLAW, J FEBRUARY 04, 2020 "ak"/gsr (corrected & released on 18th February, 2020)

* IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of decision: 4th February, 2020 + CS(OS) 46/2020 SANJEEV MAHAJAN ..... Plaintiff Through: Mr. Rajiv Nayyar, Sr. Adv. with Mr. Aakash Bhardwaj, Mr. Saurab Seth & Ms. Misha Rohatgi Mohta, Advs. Versus ARIES TRAVELS PVT. LTD. & ORS. ..... Defendants Through: None. CORAM: HON'BLE MR. JUSTICE RAJIV SAHAI ENDLAW IAs No.1583/2020 & 1584/2020 (both for exemptions) 1. Allowed, subject to just exceptions. 2. The applications are disposed of. CS(OS) 46/2020, IA No.1581/2020 (under Order XXXIX Rules 1 and 2 CPC) and IA No.1582/2020 (under Order II Rule 2 CPC) 3. The plaintiff has instituted this suit, against (a) Aries Travels Pvt. Ltd. (ATPL); (b) Sandeep Singh Khinda (Sandeep); (c) Jain Floriculture Ltd. (JFL); and, (d) Habitat Royale Land Investments Pvt. Ltd. (HRLIPL), pleading: (i) that Farm No.3, Avenue Ashok, Westend Greens, Rajokri, New Delhi-110038 (subject farmhouse) is owned by ATPL; (ii) the shareholding of ATPL is held equally by Nimitaya Property Ltd. (NPL – not a party to the suit) and JFL; (iii) the plaintiff and his family hold the entire shareholding of NPL; (iv) Sandeep and his associates hold the entire shareholding of JFL; (v) JFL had subscribed to the shareholding of ATPL at the behest of the plaintiff, so as to discharge the payment obligations of its erstwhile shareholder Samta Khinda to the plaintiff; (vi) that JFL acquired its shareholding in ATPL from the funds of the plaintiff and the plaintiff is the real beneficiary of the shareholding of JFL in ATPL; (vii) thus the plaintiff is the real owner of the entire subject farmhouse and which position has been undisputed for the last six years; (viii) the plaintiff was 50% shareholder of HRLIPL and the remaining 50% shares of HRLIPL were held by one Jaswant Singh Chawla and the plaintiff and said Jaswant Singh Chawla were the only Directors of HRLIPL; (ix) the plaintiff had a close relationship with Sandeep and his wife Samta Khinda and Sandeep was also inducted as a Director on the Board of HRLIPL; (x) JFL, in the year 2005, owned land at Sohna Road; (xi) the plaintiff, to acquire the said land of JFL, made HRLIPL acquire 96.82% shareholding of JFL; the plaintiff and his family members acquired 1.94% shares of JFL and Jaswant Singh Chawla aforesaid and his family acquired the remaining 1.24% shares of JFL; the plaintiff, the said Jaswant Singh Chawla and Brij Mohan Mahajan, father of the plaintiff were in May, 2005 inducted on the Board of Directors of JFL; (xii) in September, 2011, due to efforts of plaintiff, a buyer for the land of JFL at Sohna Road was identified; (xiii) on 28th September, 2011, the plaintiff transferred the 50% shares held by him in HRLIPL in favour of Samta Khinda, wife of Sandeep; (xiv) though the said shares at that time were valued at Rs.25,17,30,000/- on the basis of valuation of land at Sohna Road of JFL, but the plaintiff received only Rs.1,25,000/- from Samta Khinda, with the understanding that the balance amount of Rs.25,16,05,000/- towards transfer of shares shall be paid by her once the land held by JFL would be sold; (xv) a Share Transfer Agreement dated 28th September, 2011 was executed between the plaintiff, HRLIPL and Samta Khinda in this respect; in Clause 2 of the said Agreement, it was provided that the shares of HRLIPL transferred by the plaintiff to Samta Khinda, would be held by Samta Khinda on behalf of the plaintiff and the beneficial interest in the shares would continue to vest in the plaintiff and that in case the balance sale consideration towards transfer of shares was not received by the plaintiff upon sale of land of JFL, then JFL shall invest the said amount in an asset identified by the plaintiff at a subsequent stage; (xvi) the plaintiff thus continued to be the beneficiary of the shares held by Samta Khinda in HRLIPL, being 50% of the shareholding of HRLIPL; (xvii) at that time Section 187C of the Companies Act, 1956 (the 1956 Act) permitted such beneficial share