Shri Dinesh Kumar v. Sinecure Technocity Private Limited & Ors

RAJIV SAHAI ENDLAW, J. MAY 22, 2019 'gsr'.. (Corrected and released on 10th July, 2019).

* IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of decision: 22nd May, 2019 + CS(COMM) NO.242/2019 DINESH KUMAR ..... Plaintiff Through: Mr. Rajiv Tyagi & Mr. Rohit Gupta, Advs. Versus SINECURE TECHNOCITY PVT. LTD. & ORS. ...Defendants Through: None. CORAM: HON'BLE MR. JUSTICE RAJIV SAHAI ENDLAW 1. The plaintiff has instituted this suit for, declaration and permanent and mandatory injunctions, pleading that (i) the plaintiff is a Director and shareholder, holding 20% of the issued, subscribed and paid up share capital of defendant no.1 Sinecure Technocity Pvt. Ltd.; (ii) the defendant no.1 is in the nature of a quasi partnership between the plaintiff and defendants no.2 to 6 viz. (a) Krishan Kumar, (b) Ankit Gupta, (c) Nitin Rekhan, (d) Atul Gupta, and (e) Neeraj Gupta; the defendant no.1 was incorporated only to acquire six out of twelve apartment blocks at 9, Birla House, Arya Samaj Road, Karol Bagh, New Delhi vide six sale deeds, all dated 12th November, 2009, from the erstwhile owner thereof and has no other business; the other six apartment blocks on the said property are owned by defendants no.2 and 3; out of the six apartment blocks acquired by the defendant no. 1, two have been sold and only four blocks remain; (iii) it has always been the understanding amongst the plaintiff and the defendants no.2 to 6, that each shareholder / director shall have one apartment block to his share and in the event of dissolution by sale of the entire business undertaking of the defendant no.1, each shareholder / director shall receive the return of his contribution in the form of apartment blocks in proportion to his shareholding in the defendant no.1; from this perspective, the plaintiff would be entitled to 20% of the entire asset base of defendant no.1; one of the apartment blocks has been earmarked for the benefit of the plaintiff; (iv) earlier, the plaintiff, his father and his brother were the only directors of the defendant no.1; in the year 2010, the defendants no.2 to 6, being acquaintances of the plaintiff's family, requested for being inducted as shareholders in the defendant no.1 company; plaintiff's father and plaintiff's brother agreed to resign as directors of defendant no.1 and to transfer their shareholdings of defendant no.1 in the name of defendants no.2 to 6 as well as their relatives and family members; (v) now the entire shareholding of the defendant no.1 is held by the plaintiff and the defendants no.2 to 6 and their relatives and family members, as six shareholder groups; (vi) defendant no.2 holds 14.5%, the defendant no.3 owns 15%, defendant no.4 owns 13.5%, defendant no.5 owns 16% and the defendant no.6 owns 16% of the issued, subscribed and paid up share capital of the defendant no.1; the remaining 5% of the shareholding is held by family members of defendants no.2 to 6; (vii) defendants no.2 to 6 have taken loans and advances in the sum of Rs.3,34,70,000/- as on 31st March, 2011 against the aforesaid property of the defendant no.1 and which are reflected in the balance sheet of the defendant no.1; the defendants no.2 to 6 have apparently mortgaged the entire business undertaking of the defendant no.1 but the use of the huge advances by the defendant no.1 cannot be deciphered from the financial accounts of the defendant no.1; thus the entire business undertaking of the defendant no.1 has been put in severe jeopardy by defendants no.2 to 6; the sale consideration of the two apartment blocks already sold, has also not been reflected in the books of the defendant no.1 and has been siphoned off by the defendants no.2 to 4 for their personal benefits; in fact the plaintiff was party to sale of only one of the apartment blocks and was not even informed of the sale of the other apartment block; (viii) the defendants no.2 to 4 are siphoning off the funds of the defendant no.1 to cover their financial losses and are now attempting to dispose of the remaining apartment blocks also of the defendant no.1 without informin