AKSHAY RAHEJA Vs. GOPAL NARANG
HIGH COURT OF BOMBAY
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(1.) The Parties:-
(i) The plaintiffs are shareholders and directors of defendant no.12-Windsor Realty Private Limited (Windsor). They hold 25,000 equity shares each, equivalent to 50% of the issued share capital of Windsor. Plaintiffs are also described as "Rahejas".
(ii) Defendant nos.1 to 4 are Directors of defendant nos.5, 6 and 12 and hold 12,500 equity shares each, representing the remaining 50% shareholding of Windsor. Defendant nos.1 to 4 are referred to as "Narangs".
(iii) Windsor is a Private Limited Company engaged in development of real estate.
(iv) Defendant nos.5 and 6 are the companies promoted by defendant nos.7 to 10 through defendant no.11. Defendant nos.7 to 11 are referred to as "Wadhwas". Defendant nos.5 and 6 are also engaged in the reality business.
(v) Defendant no.13 is a trustee in relation to Non-Convertible Debentures (NCDs) subscribed to by defendant nos.14 and 15.
(vi) Defendant no.14 is an investor, having advanced Rs.250,00,00,000/- to defendant no.5 by subscribing to NCDs of Rs.175,00,00,000/- and inter-corporate deposit of Rs.75,00,00,000/-. Defendant no.14 is believed to have assigned these debts to defendant no.15.
(vii) Defendant no.16 is HDFC Limited, which had advanced loan facilities to Windsor.
The Lis :-
(2.) The suit is a derivative action, filed by the Rahejas for the benefit of Windsor in their capacity as shareholders. They seek re-transfer / re-
conveyance of certain property at Thane, damages and/or other appropriate
reliefs on account of the loss suffered by Windsor and consequently by the
Rahejas, resulting from fraud said to be perpetrated by defendant nos.1 to 11,
who have allegedly acted in collusion and caused a distress sale of the Thane
property (suit property) under the Securitization and Reconstruction of
Financial Assets and Enforcement of Security Interest Act , 2002 (SARFAESI
Act ) and in purchasing the suit property from defendant no.16 (HDFC) such
that the property came to be beneficially held by the Narangs to the extent of
50%. Defendant nos.1 to 11 are alleged to have defrauded Windsor and the Rahejas by wrongfully depriving them of the suit property, while causing
wrongful gain to defendant nos.1 to 11. Windsor is being managed by
Rahejas and Narangs, who hold an equal stake and hence Windsor is unable
to pass appropriate board resolutions for instituting proceedings in its own
name. The Rahejas have contended that prior to filing of the suit, board
resolutions had been circulated seeking initiation of legal proceedings against
defendant nos.1 to 11; however, the said resolutions came to be blocked. The
reliefs sought in the suit are against defendant nos.1 to 15. No relief is being
sought against defendant no.16.
(3.) In the notice of motion, Rahejas seek;
(a) an injunction restraining defendant nos.1 to 11 and defendant nos.13 and 14 from constructing, developing, transferring or otherwise creating third party rights in the suit property and any of the under construction units;
(b) an injunction restraining defendant nos.1 to 11 from using or acting upon or executing construction on the basis of the plans, documents and information described in Exhibit-B to the plaint, which, according to Rahejas, were confidential in nature;
(c) appointment of Court Receiver, High Court, Bombay as a Receiver of the suit property to take possession from defendant nos.1 to 11 and;
(d) appointment of Windsor as an agent of the Receiver.
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