Decided on November 21,2016



- (1.)This is a classic case where the best of friends who had come together avowedly for the charitable purpose of advancing education and general awareness of human rights particularly in the region of South Asia, have themselves been unfortunately at each other once they incorporated a company for commercial purposes, as facts will demonstrate, and they are before us that too after several rounds of litigation before other judicial forums including the erstwhile Company Law Board, and in the circumstances a brief resume of facts will be in order to better appreciate the dispute on hand:-
(2.)The petitioner and the 4th respondent are the friends mentioned in the preface as above, who came together for the laudable object of educating the public about human rights for which they got initially involved in a public charitable trust under the name and style of South Asian Human Rights Documentation Centre (Trust) with a corpus of Rs. 1,000/- contributed by the Author of the said Trust in the year 1993. However, some years thereafter, according to the pleadings and documents made available by the parties, the 1st respondent company seems to have been incorporated on 28th day of November 1998 as a private limited company with an authorised share capital of Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/- each and the capital subscribed therein seems to have been 2 shares of Rs. 10/- each, one by the petitioner and the other by the 4th respondent. Both of them, it is seen have been named as the first directors of the 1st respondent company not liable for retirement by rotation. The main objects seem to be that of collection and compilation of information and data and its dissemination. It is further averred in the petition that from the incorporation of the 1st respondent company till January 2002, the paid up share capital of the 1st respondent company remained as subscribed to in the Memorandum, but however, was increased in January 2002 by a further sum of Rs. 100,000/- the said sum being equally contributed by the petitioner and 4th respondent in equal proportion i.e., Rs. 50,000/- each and consequent to the increase in the paid up share capital, the petitioner came to hold 5001 equity shares and the 4th respondent came to hold the other 5001 equity shares aggregating in all to 10,002 equity shares of Rs. 10/- each. Till 2003 everything seems to have been hunky dory between the petitioner and the 4th respondent, and the association between them, according to the petitioner, really began to wane when the petitioner was made to travel to Geneva, Switzerland by the 4th respondent for the purpose of opening an entity called International Association- South Asian Human Rights Documentation Centre (IA-SAHRDC) and also tricked to open a bank account in Switzerland with the said name and requiring the petitioner to be the signatory to the bank account against his wishes.
(3.)The petitioner contends that upon opening the bank account in Switzerland as directed by the 4th respondent and upon return to India and on consultation with his well wishers he grew suspicious about the activities of respondent No. 4 and wanted to disassociate himself from the activities concerning South Asian Human Rights Documentation Centre (SAHRDC) and to this effect had sent a written communication dated 11.03.2003 to the President of South Asian Human Rights Documentation Centre based at Geneva as well as to the 4th respondent based in India and the relevant portion of which detailed at page 62 Annexure P-5 of the typed set filed by the petitioner, being material to the dispute is reproduced hereunder:-
"Under these circumstances, it has become untenable for me to continue my association with South Asia Human Rights Documentation Centre entities whether in India or Switzerland and, therefore, I am submitting my resignation from the Board of South Asia Human Rights Documentation Centre, Switzerland'"


Click here to view full judgement.
Copyright © Regent Computronics Pvt.Ltd.