Manmohan Singh, J. - (1.) The plaintiffs, namely, Harbhajan Singh Chopra and Smt. Surjit Kaur Chopra (husband and wife) have filed the suit for cancelling the Share Subscription Agreement dated 3rd August, 2010 and the Memorandum of Understanding dated 20th July, 2010 executed between the plaintiffs and defendants No. 2 and 3 and a decree of declaration declaring all documents/instruments (including blank signed papers) executed by plaintiffs under coercion, threat, gun point documenting transfer of 100% shares of defendant No. 1 -Company in favour of defendants No. 2 and 3 as null and void and a decree of permanent injunction in favour of the plaintiffs and against the defendants restraining the defendants from issuing shares/transferring shares of the, defendant No. 1 -Company or selling/transferring/alienating/conveying/disposing/dissipating the assets (including Hotel Claremont) of the defendant No. 1 -Company or creating any mortgage/charge/lien/encumbrance upon the defendant No. 1 -Company.
(2.) By this order I propose to decide the application under Order 12 Rule 6 CPC filed by the defendant Nos. 2 and 3 being I.A. 8723/2014 prayer of which is strongly opposed by the plaintiffs. Many other applications are pending for disposal. Parties have made their submission only in the present application as they felt that the result of this application would have impact on other applications and in the main suit.
(3.) It is relevant to mention the following averments made in the plaint: "a) The case of the plaintiffs is that they are the promoters/Directors of the Company M/s. Fountainhead Motels Pvt. Ltd. (defendant No. 1) which was incorporated on 16th June, 2005 under the Indian Companies Act, 1956 who owns the Hotel Claremont which is constructed on a land admeasuring 12 bighas 9 biswas bearing khasra No. 558/2 (1 -5), 559/1 (2 -2), 559/2 (2 -14), 558/1 (3 -9), 575/2 (1 -8), 576 (1 -11) in village Aya Nagar, Tehsil Mehrauli, New Delhi. The total area prior to acquisition by the Delhi Metro Rail Corporation vide award No. 4/2009 -10 was equivalent to 12,522 square meters or 3.093 acres. The total area of the plot of land at present on which Hotel Claremont is constructed is equivalent to 2.594 acres approximately. It is alleged in the plaint that defendants No. 2 and 3 namely Krishan Kumar and Meenakshi are husband and wife who have illegally acquired 100%shares of the defendant No. 1's company without paying any consideration for the purchase of the shares of the company. The documents which were executed by the plaintiffs for the purpose of transferring 100% shares of the defendant No. 1's company in favour of defendants No. 2 and 3 were executed under gun point. The plaintiffs were forced and coerced by defendant No. 2 to sign documents for transferring the shareholding of the defendant No. 1 -Company in favour of defendants No. 2 and 3. b) In order to establish their case, it is stated by the plaintiffs that they are British Nationals who came to India in about 2001 who have invested -their savings into properties in Delhi and Gurgaon, Haryana. They also invested their savings into purchasing the plot of land for setting up the Hotel Claremont. The plot of land was purchased by the defendant No. 1 -Company which is equivalent to land admeasuring 12 bighas 9 biswas bearing khasra No. 558/2 (1 -5), 559/1 (2 -2), 559/2 (2 -14), 558/1 (3 -9), 575/2 (1 -8), 576 (1 -11) in village Aya Nagar, Tehsil Mehrauli, New Delhi. c) Plaintiffs had a few debt liabilities which had arisen in 2007 and 2008. They desired to expand and restructure the defendant No. 1 -Company. They came into contact with two individuals; Mr. Davinder Sharma, son of Seesh Ram, resident of No. 708, New Friends Colony, New Delhi -110065 and Mr. Baljeet, son of Rattan Lall, resident of Village and Post office Bharthal, New Delhi 110077 and both represented themselves to be expert real estate developers with expertise in debt structuring and corporate restructuring. d) Mr. Davinder Sharma and Mr. Baljeet made the plaintiffs sign various documents and cheques for the purpose of creating liability on the defendant No. 1 -Company in their favour who were coerced under gun point and severe physical harm to sign the documents and cheques in favour of Mr. Davinder Sharma and Mr. Baljeet. e) The plaintiffs had lodged an FIR No. 12/2008 at the Police Station, Sunlight Colony, New Delhi against Mr. Davinder Sharma and Mr. Baljeet, Mr. Kuldeep Dalai and other co -accused alleging the criminal acts of the accused persons. They had also preferred a civil suit being No. CS (OS) No. 271/2009 in this Court titled as 'H.S. Chopra and Ors. v/s. Davinder Sharma and Ors'. seeking a declaration in cancelling all such documents which were executed by the plaintiffs under gunpoint. However, the police authorities did not make proper investigation against the accused persons. The plaintiffs were not able to obtain any relief. They were then roped in frivolous and false cases and litigation by Mr. Davinder Sharma and Mr. Baljeet, owing to which the plaintiffs were besieged with very harsh circumstances, result of which they had lost control of their defendant No. 1 -Company and faced the threat of being evicted from their residential farmhouse and Hotel Claremont. f) In early 2010, the plaintiffs came into contact with defendant No. 2, who assured and promised them that he would protect them from harm from any person and also assist them in obtaining their full rights and interest in the Hotel Claremont and the defendant No. 1 -Company which had been taken away from the plaintiffs. After some time, the plaintiffs found that defendant No. 2 is a devious unscrupulous man who has high connections in the Punjab State machinery. Defendant No. 2 claimed that he would help the plaintiffs and ensure their safety from Mr. Davinder Sharma in case Mr. Davinder tried and rope the plaintiffs in false cases from Punjab. Mr. Davinder Sharma had initiated false cases against the plaintiffs from Punjab. Defendant No. 2 exercised his resources and powers and got an enquiry done into all such false cases initiated by Mr. Davinder Sharma against the plaintiffs. g) Thereafter, Punjab Police ultimately found that the cases against the plaintiffs were false and therefore, Mr. Davinder Sharma was arrested by the Punjab Police for initiating such false cases against the plaintiffs. Defendant No. 2 helped and assisted the plaintiffs in their endeavour to retrieve their property and defendant No. 1 -Company in return for monetary consideration offered by the plaintiffs. Defendant No. 2 slowly began to assume control over the lives of the plaintiffs and the running and operations of the defendant No. 1 -Company and by using his power and connections in the top brass of the Punjab State machinery and was able to lawfully lodge a FIR No. 70/2010, at Police Station: Mehatpur, District Jalandhar, Punjab against the illegal unlawful acts of Mr. Davinder Sharma who was arrested by the Punjab Police in connection with the aforesaid FIR No. 70/2010. h) Subsequently, Mr. Davinder Sharma agreed to enter into a Settlement Agreement dated 12th June, 2010 as a compromise with plaintiffs and for being released from jail and not pressing their FIR No. 70/2010. However, he after being released from jail in Punjab pursuant to the Settlement Agreement, he filed a Civil Suit No. 1978/2010 in this Court titled as 'Davinder Sharma and Ors. v/s. H.S. Chopra and Ors.', seeking cancellation of the Settlement Agreement dated 12th June, 2010. The plaintiffs were forced by defendant No. 2 to enter into a Settlement Agreement dated 8th July, 2010 with Mr. Baljeet wherein the defendant No. 1 -Company agreed to make a payment of Rs. 5,50,00,000/ - to Mr. Baljeet. The plaintiffs never agreed to such settlement terms and were coerced and forced by defendant No. 2 to sign the document. i) Thereafter, defendant No. 2 forced and coerced the plaintiffs into entering into a Share Subscription Agreement dated 3rd August, 2010. Defendant No. 2 threatened to implicate the plaintiffs in false cases from Punjab police in offences punishable with life imprisonment if they did not accede to his demands. The defendant No. 2 and his associates inflicted severe physical harm upon the plaintiff No. 1 and humiliated and disrespected by stripping him naked and kicking him in his testicles before unknown armed men, in order to coerce him into signing the Share Subscription Agreement dated 3rd August, 2010 in which 76% share holding of the defendant No. 1 -Company was transferred in favour of defendants No. 2 and 3 for a nominal sum of Rs. 6,60,00,000/ - as described in the agreement. j) The payment of sum of Rs. 6,60,00,000/ - was a mere sham as the plaintiffs being the majority shareholders of the defendant No. 1 -Company on 3rd August, 2010 were never benefited from any such amount and the defendants No. 2 and 3 retained control of the entire sum. k) After assuming majority control of the defendant No. 1 -Company, defendants No. 2 entered into another Memorandum of Settlement dated 28th March, 2011 with Mr. Davinder Sharma. The plaintiffs as Managing Director and Director of the defendant No. 1 -Company were also coerced into signing the Memorandum of Settlement dated 28th March, 2011. As they were helpless and completely at the mercy of defendant No. 2 they signed the document and also cooperated in the registration of the Memorandum of Settlement dated 28th March, 2011 despite the fact that an Agreement to Sell dated 28th March, 2011 was also executed wherein it was agreed to sell the Hotel Claremont for a sum of Rs. 110,00,00,000/ - to a third party and the sale proceeds were to be divided between plaintiffs and defendants No. 2 and 3 and Mr. Davinder Sharma. The plaintiffs and defendants No. 1 and 2 were to divide a sum of Rs. 70,00,00,000/ - between them in the ratio of their shareholding in the defendant No. 1 -Company and Mr. Davinder Sharma were to get a sum of Rs. 40,00,00,000/ -. It is stated in the pleading that the plaintiffs never agreed with the terms and conditions of the Memorandum of Settlement dated 28th March, 2011 and they were coerced and forced to sign the document by defendant No. 2. Hence the entire transaction of transferring shares equivalent to 76% shareholding of the defendant No. 1 -Company in favour of defendants No. 2 and 3 was a sham and it was done to usurp upon the entire property of the defendant No. 1 -Company to the detriment of plaintiffs. l) Subsequent to signing of the Memorandum of Settlement dated 28th March, 2011, defendant No. 2 inflicted great physical harm upon plaintiff No. 1 and humiliated and mortified him by ill treating him as a prisoner. Plaintiff No. 1's health debilitated owing to constant torture which he was subject to by defendant No. 2 who threatened to accuse the plaintiff No. 1 in cases from Punjab punishable with offences under the Narcotics, Drugs and Psychotropic Substances Act, 1985 by implanting drugs at his residence and getting him arrested if he did not sign the documents and transfer 100% ownership of the defendant No. 1 -Company over to defendants No. 2 and 3. The defendant No. 2 had also forced the plaintiffs to requisition their children who are all British Nationals, to send a sum of Rs. 1,50,00,000/ - to defendant No. 2 failing which he will get plaintiff No. 1 arrested for the aforementioned offences. Thereafter the plaintiffs' daughter transferred a sum of Rs. 1,50,00,000/ - on 8th September, 2011 from her NRI account No. SB/3/990013 NRI account, Corporation Bank, Gurgaon Branch, Haryana to plaintiffs No. 1's account bearing No. 04/70009, in the Corporation Bank, Gurgaon Branch, Haryana. Then defendant No. 2 forced the plaintiff No. 1 on 9th September, 2011 under gun point and threat of being implicated in cases from Punjab for offences punishable with life imprisonment to transfer a sum of Rs. 2,00,00,000/ - in favour of Priyanka Garments, a company which is run by the defendants No. 2 and 3. The transaction was a complete sham and illegal transfer of sum of Rs. 2,00,00,000/ -. m) Thereafter assuming control of the defendant No. 1 -Company, defendant No. 2 forced the plaintiff No. 1 to transfer from his personal savings account bearing No. 04/70009 in Corporation Bank, Gurgaon Branch, Haryana a sum equivalent to Rs. 80,00,000/ - to the defendant No. 1 -Company's account OD70001 TLS/0/50004 loan account in Corporation Bank, Gurgaon Branch, Haryana. Defendant No. 2 then illegally and forcefully usurped upon the silver coloured Mercedes Benz car (bearing registration No. DL 4CU 5000) and Honda Accord car (bearing registration No. DL 3C 1817). n) Plaintiff No. 1 was also compelled to sell their property at Nawanshehar, Punjab for a sum of Rs. 50,90,000/ -; the sale proceeds of which were illegally usurped by defendant No. 2 by forcing plaintiffs to execute a self cheque dated 21st September, 2011 for the sale proceeds so received. The sale proceeds of the plaintiffs' property at Nawanshehar, Punjab was illegally appropriated into the hands of defendants No. 2 and 3. o) Plaintiff No. 1 was constrained to sell his Bentley Arnage car which has a market price of Rs. 1,25,00,000/ - upwards for a very nominal price of Rs. 50,00,000/ - as they were in desperate need of money to sustain themselves. The plaintiffs were not permitted to leave the Hotel Claremont premises without the supervision of defendant No. 2's associates prior to execution of all documents transferring 100% shareholding of defendant No. 1 -Company in favour of defendants No. 2 and 3. Once the entire shareholding of defendant No. 1 -Company was transferred in favour of defendants No. 2 and 3; the plaintiffs were forced to leave the Hotel Claremont. p) After that the plaintiffs had taken a small flat on lease at Flat No. B -2, Richwood Estate, Gurgaon and were making payment of the monthly rentals for the premises out of the sale proceeds from the Bentley Arnage car. Defendant No. 2 avarice was not just satisfied with the usurping of the entire defendant No. 1 -Company, he also forced the plaintiffs to handover a sum of Rs. 30,00,000/ - from the sale proceeds of Bentley Arnage of Rs. 50,00,000/ -. q) Plaintiffs were able to obtain their passports from the Court of Metropolitan Magistrate, Saket District Court in FIR No. 6/2007 under Ss. 498A/406 IPC where the passports had been impounded owing to a complaint preferred by the plaintiffs' daughter in law as the plaintiffs no longer desired to stay in India as they had been subjected to severe physical, mental and economic torture and hardship. The plaintiffs came to know from reliable resources on receiving their passports that defendant No. 2 and his associates were searching for them as they wanted to obtain their signatures on more documents to authenticate the transfer of 100% shares of defendant No. 1 -Company in favour of defendants No. 2 and 3. r) The plaintiffs arrived at the Indira Gandhi International Airport on 3rd October, 2011, where the defendant No. 2 and 4 other Punjab Police Officials intercepted the plaintiffs, seized their passports and exhorted them to sign blank documents and certificates that were carried by defendant No. 2. It was under the threat that the plaintiffs signed the blank documents and left the country. s) The defendants No. 2 and 3 have not paid any consideration for the transfer of shares of defendant No. 1 -Company in their favour. It is alleged that the defendants No. 2 and 3 have illegally and unlawfully usurped upon the defendant No. 1 -Company and all the properties moveable/immoveable of the plaintiffs leaving them penniless. They have illegally and unlawfully procured the transfer of 100% shares of the defendant No. 1 -Company in their favour. The Claremont Hotel is the only asset of the defendant No. 1 -Company which the defendants No. 2 and 3 are seeking to sell by causing wrongful loss to the plaintiffs and wrongful benefit to themselves. They have no legal source of income which can account for payment of the consideration for the transfer of shares of the defendant No. 1 -Company in their favour. ";