M.M. Kumar, C.J. - (1.) The instant petition has been preferred by one Mr. Vikram Bakshi who has also been referred as 'partner' (Petitioner No. 1) and a corporate entity namely Bakshi Holdings Pvt. Ltd. (Petitioner No. 2) under sections 397, 399, 402, 403 and 406 of the Companies Act, 1956 (for brevity 'the Act'). They shall be referred as 'Mr. Vikram Bakshi' and 'Bakshi Holding' respectively. The Petitioners have impleaded ten Respondents and it would be necessary to give a brief introduction of each one of the petitioner and the respondents to facilitate understanding of the cause.
(2.) 'Mr. Vikram Bakshi' and 'Bakshi Holding' are shareholders in Respondent No. 1-Company namely Connaught Plaza Restaurants Pvt. Ltd. (for brevity 'Connaught Plaza'). Both of them jointly hold 1,45,600 (One Lac Forty Five thousand and Six Hundred) equity shares which represent 50% of the issued and paid up share capital of the Company. Petitioner No. 1 has been the Managing Director of the 'Connaught Plaza' since its inception in 1995 and is duly authorized signatory on behalf of Petitioner No. 2 vide its Board Resolution dated 5.9.2013 (annexure P-8). The share certificates have been annexed (P-9 colly). The latest annual returns of the Connaught Plaza (annexure P-10) has also been filed.
(3.) The 'Connaught Plaza' (Respondent No. 1) was incorporated on 29.6.1995 with its registered office at Tolstoy Marg, New Delhi (annexure P-1) which was preceeded by a Joint Venture Agreement dated 31.03.1995. It was promoted by Petitioner No. 1, Mr. Vikram Bakshi and McDonald's India Pvt. Ltd.-Respondent No. 2 (for brevity 'Mc Donald's India'). They have 50-50 partnership as per Joint Venture Agreement dated 31.3.1995 (for brevity 'JV Agreement'). JV Agreement was entered into between Petitioner No. 1, McDonald's India and McDonald's' Corporation-Respondent No. 5 (for brevity 'Mc Donald's Corporation U.S.A'). A copy of the JV Agreement has been placed on record (annexure P-2). A supplemental agreement dated 11.12.1998 was also entered into between McDonald's India, Mr. Vikram Bakshi, Mc Donald's Corporation U.S.A. and Bakshi Holdings. It has also been placed on record (annexure P-3). It has also come on record that JV Agreement has been subjected to amendments from time to time. On 6.3.2003 first amendment was inserted, then JV Agreement was amended on 27.5.2005 which is second amendment to it and on 5.11.2012 third amendment was effected. All the amendments have also been placed on record as annexures P-4, P-5 and P-6 respectively.;