Kapur, J. - (1.) THIS judgment will dispose of two Misc. Applications Nos. 89 of 1951 and 98 of 1951. In the former counsel moves that suit No. 56 of 1951 "Kirpa Ram v. Shiryans Prasad and Ors." pending in the Court of Mr. Y.L. Taneja, Sub -ordinate Judge, Delhi, be transferred to this Court, and in the latter he moves that temporary injunction be issued against the Defendants not to proceed with the scheme which is the subject -matter of the suit pending the decision of the suit. Rule was issued on both these applications by me.
(2.) ON 2 -3 -1951 the Deputy Registrar of the Court mentioned to me that Mr. Ram Lal Anand, Advocate, had on behalf of the Defendants got into touch with him and had requested that he wanted to move for the discharge of the ad interim injunction and that I should sit on Saturday and hear the case. As I had to be away from Simla I allowed the Advocate to move me at Ludhiana. After hearing arguments I did not feel inclined to discharge the injunction, but as I was informed that the matter was of great importance, as indeed it was, I fixed the hearing of the case here on the 7th during the vacation, and the case was heard on the 7th and 8th. Kirpa Ram claiming to be a resident of Qarol Bagh, New Delhi, has brought this suit for perpetual injunction. He is living in Siliguri in Darjeeling District of West Bengal. The suit has been filed on his behalf by his duly constituted attorney Harbhagwan who also happens to be his brother. The Plaintiff is the owner of 20 fully paid up preference shares of Rs. 100 each of the Bharat Bank Limited which is Defendant No. 6. In the plaint it is alleged that Mr. Yodh Raj, Defendant No. 8, General Manager and Chairman of the Punjab National Bank, Defendant 7, had arranged to transfer "the bulk of his shares and those of his group" in the Punjab National Bank to Defendant 9 Seth Ramkrishen Dalmia for a very large sum of money, and in order to keep the transaction secret the transfer forms have not yet been sent for registration to the Defendant Bank. As a result of this, it is so alleged, Defendant 9 Seth Ramkrishen Dalmia, really controls the Punjab National Bank also through Defendant 8 who is only an ostensible owner of the shares. This is, according to the Plaintiff a well -planned conspiracy between Mr. Yodh Raj Defendant 8 and Seth Ramkrishen Dalmia Defendant 9 and the object is 'to hoodwink' the share -holders and depositors of Defendant 7 Bank, because if the true nature of the transaction is disclosed it will adversely affect Defendant 7 the Punjab National Bank. It is then alleged that in order to get a better control of the Punjab National Bank and in furtherance of the, conspiracy mentioned above Defendant 9 Seth Ramkrishen Dalmia has. planned to get transferred to Defendant 7 Bank all such assets of Defendant 6 Bank (Bharat Bank) which are really good and more or less in a liquid' form, far below their real value, together with the entire banking business of the latter, leaving with the said Defendant 6 Bank (Bharat Bank) only such assets as are bad and doubtful or at any rate difficult to realise. Seth Ramkrishen Dalmia has also managed to have a convenient Board of Directors in the Bharat Bank consisting of his friends and relations, and through the instrumentality of this Board he is intending "to effectuate the fraudulent scheme above -mentioned and to get the necessary resolutions passed." They have not taken the straight forward course of resorting to Section 153 and 153A, Companies Act. and Section 44A of the Banking Companies Act, but have in order to deprive the dissenting minority of shareholders of their rights illegally fraudulently and oppressively acted in disregard of the interests of the minority shareholders regardless of the fiduciary position which they as Directors of the Bharat Bank hold, If the said fraudulent arrangement, it is alleged, is allowed to be completed there would be a fraud on minority of share holders and not only will the Bharat Bank come to an end but the shareholders of the Bank are "likely to lose almost their entire investments as the assets left over after the proposed fraudulent arrangement' would consist of advances to tottering concerns like Dalmia Jain and Ors.
(3.) IN para 7 of the plaint it is stated that Defendants 1 to 4 and the nominees of Defendant 9 control an overwhelming majority of shares in the Bharat Bank and it is therefore not possible to challenge their 'misdeeds" in the domestic forum where no relief to the Plaintiff or the minority shareholders is available.;