Mrs. Sonia Khosla And Anr. vs Mr. Vikram Bakshi And Ors.
2008 Latest Caselaw 708 Del

JUDGMENT

S.N. Aggarwal, J.

1. The appellants, aggrieved by the interim order passed by the Company Law Board on 31.01.2008 has preferred this appeal under Section 10 F of the Companies Act, 1956.

2. Vide the impugned order, the Company Law Board has directed the restoration of status quo ante with regard to the composition of the Board and the shareholdings as it existed on the day of filing the petition and has given directions to the Registrar of Companies not to take on record any document filed by the company on or after 1.12.2007. The brief facts giving rise to this appeal are as follows.

3. There are two appellants in this appeal. Appellant No. 1, Ms.Sonia Khosla, is the daughter-in-law of Mr.R.P. Khosla. The appellant No. 1's father-in-law, Mr.R.P. Khosla, was the owner of about 27 bighas of land in Village Kasoli. The appellant No. 1 along with one Vinni Ahuja, formed a Private Limited Company in the name and style of M/s.Montreaux Restors [P] Ltd., which is appellant No. 2 in this appeal. Both the appellants along with Mr. R.P. Khosla entered into an agreement with Mr.Vikram Bakshi (respondent No. 1 in this appeal) for development of the land owned by Mr. R.P. Khosla at Kasauli. The land was to be developed for the purpose of Real Estate. At the time, agreement dated 31.03.2006 was executed between the above-named parties, appellant No. 1, Ms.Sonia Khosla, was having 76% shareholdings in appellant No. 2 company and she allegedly transferred 51% shareholdings in appellant No. 2 company to Mr.Vikram Bakshi [respondent No. 1] and allegedly agreed to transfer the balance shareholdings in terms of agreement dated 31.03.2006. The agreement dated 31.03.2006 contained an Arbitration Clause providing for reference of disputes and differences between the parties for adjudication to a panel of Arbitrators. The disputes and difference arose between the parties regarding the control of affairs of appellant No. 2 company. The parties have already invoked the arbitration agreement contained in agreement dated 31.03.2006 and the dispute under the said agreement is now pending for adjudication before a panel of three Arbitrators headed by Hon'ble Mr.Justice Arun Kumar, former Judge of the Supreme court and other two Judges of the Arbitral Tribunal are Hon'ble Ms.Justice Usha Mehra and Hon'ble Mr.Justice R.C. Chopra, both formers Judges of the High Court of Delhi.

4. The panel of Arbitrators vide its order dated 09.04.2008 have passed an interim order which is extracted below:

...Learned Counsel appearing for the parties agree that they will see to it that the Petition under Section 8 of the Arbitration and Conciliation Act before the Company Law Board including the main petition under Section 397/398 of the Companies Act shall be withdrawn. The Learned Counsel for the claimants submit that various interim orders passed by the CLB should be allowed to continue in force till this Arbitral Tribunal decides his application for interim orders. Let this prayer be made before the CLB at the time of withdrawal of the proceedings....

5. Mr. R.P. Khosla, aggrieved by the same impugned order, had earlier filed an appeal being Co.Appeal No. 7/2008, which was disposed of by a consent order and the order passed by this Court in the appeal of Mr. R.P. Khosla is extracted below:

The appellant, aggrieved by an order dated 31.1.2008 passed by the Company Law Board in CP No. 114/2007 under Sections 397 and 398 of the Companies Act, 1956, has filed this appeal under Section 10 F of the Companies Act, 1956. Respondent No. 1 company is represented by two sets of lawyers namely Mr.Vibhy Bakhur and Mr.Saurabh Kalia, Advocates.

The dispute between the parties, in fact, is regarding the constitution of the respondent No. 1 company. The appellant owns about 27 bigha of land in Kasoli. Respondent No. 11, Deepak Khosla, is the son of the appellant. Respondent No. 3, Mrs.Sonia Khosla, is the wife of respondent No. 11 and daughter-in-law of the appellant. Respondent No. 3 along with one Mr.Vinni Ahuja formed a private limited company under the name and style of M/s.Montreaux Restors [P] Ltd. And get it registered with the Registrar of Companies on 13.04.2005. Respondent No. 1 company along with respondent No. 3, Mrs.Sonia Kholsa and the appellant, Mr.R P Khosla, entered into an agreement on 31.03.2006 with respondent No. 2, Mr.Vikram Bakshi, for development of the land owned by the appellant at Kasoli. The land was to be developed for the purpose of real estate. At the time agreement was executed on 31.03.2006, Mrs.Sonia Khosla [respondent No. 3] was having 76% shareholdings in respondent No. 1 company and she allegedly transferred 51% shareholdings in respondent No. 1 company to Mr.Vikram Bakshi [respondent No. 2] and allegedly agreed to transfer the balance shareholdings in terms of agreement dated 31.03.2006. The disputes and differences arose between the parties regarding the control of affairs of respondent No. 1 company. The agreement dated 31.03.2006 contained an arbitration clause and now this Court has been informed that the arbitration has already been invoked and the disputes between the parties are to be adjudicated upon by a panel of three Arbitrators headed by Hon'ble Mr.Justice Arun Kumar, former Judge of the Supreme Court and other two Judges of the arbitral tribunal are stated to be Hon'ble Ms.Justice Usha Mehra and Hon'ble Mr.Justice R C Chopra, both former Judges of the High Court of Delhi.

Respondent No. 3, Mrs.Sonia Khosla, feeling herself in minority filed a petition under Sections 397 and 398 of the Companies Act, 1956 being CP No. 114/2007 before the Company Law Board and alleged operation against her by the majority shareholders. The parties have agreed that the petition being CP No. 114/2007 filed before the Company Law Board shall be withdrawn by Mrs.Sonia Khosla [respondent No. 3] because the arbitration has already been invoked before deciding the present proceedings in terms of agreement dated 31.03.2006. Both the parties have agreed that they shall maintain status quo with regard to the shareholdings and fixed assets of the respondent company as it stood at the time of filing of the petition before the Company Law Board under Sections 397 and 398 of the Companies Act, 1956 and that the Board of the said Company shall not take any substantive decision on the finances of the said Company without prior permission of the arbitral tribunal before whom the disputes between the parties are pending in terms of agreement dated 31.03.2006.

Mr.Bakhru, learned Counsel appearing on behalf of respondent [Bakshi Group], says that his client shall not oppose the withdrawal of the company petition pending before the Company Law Board. Both the parties have further agreed that they shall approach the arbitral tribunal for any interim relief, if felt necessary from time to time. The functioning of the respondent No. 1 company shall be subject to the orders to be passed by the arbitral tribunal from time to time.

In view of the above, this appeal is not pressed by the learned Senior Counsel appearing on behalf of the appellant for any further relief. This appeal stands disposed of.

6. On a perusal of the order dated 09.04.2008 passed by the Arbitral Tribunal as well as the consent order passed by this Court in the appeal of Mr.R P Khosla, it may be seen that all the parties agreed that they shall maintain status quo in relation to composition of the Board and shareholdings of appellant NO. 2 company as it existed on the day of filing of petition by appellant No. 1 before the Company Law Board under Sections 397 and 398 of the Companies Act, 1956.

7. Mr. Bakru, learned Counsel appearing on behalf of respondent No. 1, has submitted that the appellant No. 1 had transferred 51% shares, which she was holding in appellant No. 2 company on the date of agreement i.e 31.03.2006 in favor of respondent No. 1 and the said transfer of shares by her in favor of respondent No. 1 [Mr. Vikram Bakshi] is duly recorded in the records of Registrar of Companies on or around 31.03.2006 i.e. much prior to filing of the petition by appellant No. 1 [Ms.Sonia Khosla] before the Company Law Board under Sections 397 and 398 of the the Companies Act, 1956. Mr. Bakru has further submitted that there was a change in the constitution of Board of Directors of appellant No. 2 company on transfer of 51% shares by Ms.Sonia Khosla in favor of respondent No. 1 [Mr.Vikram Bakshi] on 31.03.2006, According to Mr Bakru, the Board of appellant No. 2 company, that was re-consitituted, comprises of Ms.Sonia Khosla, Mr.Vikram Bakshi and two nominees of Mr.Vikram Bakshi. The change in the composition of Board was got duly recorded in the records of Registrar of Companies much before the filing of petition by the appellant No. 1, Ms.Sonia Khosla before the Company Law Board. It is contended that Ms.Sonia Khosla convened a meeting in December'2007, which was not attended either by Mr.Vikram Bakshi or any of his two nominees, who were placed on Board of Directors and in that meeting she got certain shares in appellant No. 2 company allotted to herself and in favor of her nominees. It is submitted that consequent upon allotment of shares by appellant No. 1 in her favor and in favor of her nominees in the meeting, which she convened in December'2007, intimation of the same was sent to the Registrar of Companies in electronic form. Aggrieved by that respondent No. 1 is alleged to have filed a contempt petition against appellant No. 1 and in that contempt petition, notice is stated to have been issued by this Court presided by Hon'ble Mr.Justice Pradeep Nandarajog to Ms.Sonia Khosla [appellant No. 1].

8. Be that as it may, the fact is that the parties have been directed to maintain status quo with regard to composition of Board and shareholdings of appellant No. 2 company as it existed on the day of filing of the petition. This Court is of the opinion that having regard to the controversy, which is sub judice before the panel of Arbitrators, it would be appropriate that the parties maintain status quo with regard to the composition of Board and shareholdings as it existed on the day of filing of the petition by appellant No. 1 [Ms.Sonia Khosla] before the Company Law Board, which was filed on 13.08.2007. This conclusion is supported by the order passed by the Arbitral Tribunal on 09.04.208 and also the order passed by this Court on 11.04.2008 in the appeal of Mr.R P Khosla.

9. In view of the above, I do not find any merit in this appeal, which fails and is hereby dismissed in liming.

10. Any observation made in this order will not influence the merit of the case pending before the Arbitral Tribunal.