Satish Chopra vs Hdfc & Anr
2014 Latest Caselaw 3690 Del

*       IN THE HIGH COURT OF DELHI AT NEW DELHI

                                               Pronounced on: 13th August, 2014

+       IA No.12655/2014 (Order XXXIX Rules 1&2 CPC) in CS(OS)
        2041/2014


        SATISH CHOPRA                                              ..... Plaintiff
                     Through:              Mr. Ranjit Singh, Advocate

                                versus

        HDFC & ANR                                           .... Defendant
                                Through:   Mrs. Pallavi Deepika, Advocate for
                                           D-1.
                                           Mr. Rakesh Mukhija, Advocate for
                                           D-2.

        CORAM:
        HON'BLE MR. JUSTICE G.P. MITTAL

1.

The case of the Plaintiff is that with his hard work, he had established

a company, namely M/s. Haryana City Gas Distribution Limited,

having its registered office at E-71, SKN Office, South Extension

Part-1, New Delhi and its corporate office at A-107, Sushant Lok

Phase-I, Sector 44, Gurgaon, Haryana.

2. By virtue of this application, the Plaintiff seeks following relief:-

"(i) Restrain Defendant no.1 from allowing/resuming the

operation of current a/c bearing no. 04402020001733 in HDFC

Bank Branch Naraina, New Delhi during the pendency of the

present suit."

3. It is averred that out of love and affection, Defendant no.2, who is the

real brother of the Plaintiff was appointed by him as an Additional

Director of the Company. Later on, due to envy and greed, Defendant

no.2 cheated the Plaintiff and fraudulently opened Saving Bank

Accounts with Defendant no.1 (HDFC Bank, Naraina Industrial Area,

New Delhi), one of them in the name of the Company being Current

A/c bearing no.04402020001733 to be exclusively operated by him

without any valid resolution allegedly passed by all the Directors of

the Plaintiff‟s Company. It is averred that the Plaintiff and his son

Karan Chopra, who are also Directors of the Company were not given

any notice of the alleged meeting dated 18.12.2011 as relied upon by

Defendant no.2 authorising him to open the Bank Account.

4. It is also stated that in fact, no meeting of the Board was possible on

18.12.2011 as the company‟s office at E-71, SKN Office, South

Extension Part I, New Delhi was lying sealed when the alleged board

meeting authorising Defendant no.2 to open the impugned bank

account had taken place.

5. It is further the case of the Plaintiff that when the Plaintiff came to

know about fraud committed by Defendant no.2, he confronted

Defendant no.2 about the same and the Plaintiff was restored to the

position of Managing Director of the earlier said company. MOU

dated 28.10.2011 was executed between the Plaintiff and Defendant

no.2 wherein it was reiterated and reaffirmed that the sole

management of M/s. Haryana City Gas Distribution Limited shall

continue to be with the Plaintiff only.

6. It is alleged that Defendant no.2 illegally started siphoning off funds in

huge amount through himself, his wife and his son in his account with

Defendant no.1 which were deposited by the company franchisees

towards the company.

7. It is urged that there were several litigations between the parties in

civil and criminal courts as also before the Company Law Board

(CLB). In some of the orders passed by the Delhi High Court, all the

franchisees were required to deposit their respective outstanding

amounts in the company bank account bearing no.1522002100031636

at Punjab National Bank, Rajendra Place, New Delhi. However,

Defendant no.2 in order to circumvent and in utter violation of the

directions passed by the CLB and Delhi High Court, illegally received

money from one of the CNG operator of the Plaintiff company by

depositing the same in the impugned bank account opened by

Defendant no.2 in Defendant no.1 bank.

8. It is the case of the Plaintiff that there were several petitions filed by

the parties before the CLB. Defendant no.2 withdrew his petition as

he had ceased to be a Director by operation of law as per Section 260

of the Companies Act, 1956 on 23.05.2014. It is averred that

thereafter, in the meeting of the Board of Directors of the aforesaid

company, it was duly agreed that the impugned bank account in

HDFC Bank, Naraina Branch should be closed immediately. It is

averred that the Plaintiff informed Defendant no.1 about the fate of the

petitions before the CLB and regarding decision taken in the earlier

said Board meeting. It is averred that the operation of the account was

frozen by Defendant no.1, whereupon Defendant no.1 bank placed a

condition of „debit freeze‟ of the impugned bank account asking the

Plaintiff and Defendant no.2 to provide a copy of the decision on

Kapil Chopra‟s application within 15 days, failing which Defendant

no.1 Bank shall restore the operation of the impugned bank account.

It is urged that Defendants no.1 and 2 are hand in gloves with each

other and Defendant no.1 bank is willing to re-operate the company‟s

bank account at the behest of Defendant no.2 which is illegal.

9. The grant of injunction is opposed by the learned counsel for the

Defendant no.2. The learned counsel for Defendant no.2 urges that the

impugned bank account was validly opened on the basis of a valid

Board Resolution. It is thus, prayed that the Plaintiff is not entitled to

get the impugned account of the company frozen. It is also urged that

the Plaintiff has not impleaded M/s. Haryana City Gas Distribution

Limited, who was a necessary party to the proceedings and thus, the

Plaintiff is not entitled to the grant of injunction.

10. On the basis of the material placed on record, following facts are

prima facie established:-

(i) Although the bank account was opened in pursuance of the

alleged resolution dated 18.12.2011, as per MOU dated

28.12.2011 entered into between the Plaintiff and Defendant

no.2, Plaintiff was given the sole management and control of

the Company;

(ii) Although Board Resolution permitting Defendant no.2 to open

the impugned bank account was allegedly passed on

18.12.2011, the documents on record reveal that the premises of

the company where the board meeting was allegedly held were

sealed on 09.12.2011 and the seal was temporarily opened in

compliance of the order of the Supreme Court only on

10.01.2013. Thus, no board meeting could have possibly taken

place on 18.12.2011;

(iii) In certain proceedings pending before the CLB between the

Plaintiff and Defendant no. 2, it was ordered on 29.03.2012 that

the money received by the company from its franchisees shall

be deposited in the bank A/cs of the company at PNB and State

Bank of Patiala;

(iv) Similarly, in an OMP filed by one of the franchisees of the

company, the Delhi High Court passed an order dated

06.05.2013 holding that the franchisee should deposit the

outstanding amounts from 06.05.2013 to 22.07.2013 in only

PNB A/c of the company;

(v) Also, in another OMP filed by the company towards its several

other franchisees, an order dated 15.05.2013 was passed by the

Hon‟ble Delhi High Court directing the franchisees to deposit

all outstanding amounts in the company‟s PNB Bank A/c from

15.05.2013 to 30.05.2013;

(vi) In order dated 27.01.2014 in the first OMP, the Delhi High

Court observed that there are several payments made by the

franchisee which are clearly in violation of the order dated

06.05.2013 passed by the court. Same is also reflected from the

statement of accounts annexed;

(vii) It is also borne out from the documents placed on record that

several other bank accounts have been opened by Defendant

no.2 with Defendant no.1 in acute urgency which reflects about

the conduct of Defendant no.1;

(viii) Certain amounts were got deposited by Defendant no.2 from

certain franchisees in the impugned bank account in utter

violation of the order passed by the Delhi High Court;

(ix) The earlier stated order passed by the CLB and Delhi High

Court would impliedly indicate that the bank account bearing

no.1522002100031636 with PNB was the company‟s preferred

account; and

(x) A perusal of the statement of account placed on record further

reveals that large sums of money were withdrawn by Defendant

No.2, his wife Rati Chopra and his son Rahul Chopra on

29.08.2013, 09.10.2013, 10.10.2013 and 29.10.2013 from the

company‟s bank account with Defendant no.1.

11. In my view, the Plaintiff has a prima facie case in his favour. Balance

of convenience also lies in freezing the impugned bank account as the

bank account recognised by Delhi High Court/CLB for the purpose of

transactions and deposits of the amounts by the franchises is

admittedly Account No.1522002100031636 with Punjab National

Bank, Rajendra Place Branch.

12. Thus, on the basis of tentative conclusion and without expressing any

opinion on the merits of the case, Defendant No.1 is directed to freeze

the operation of the impugned current bank a/c no.04402020001733 in

its Branch at Naraina, New Delhi till the next date of hearing.

(G.P. MITTAL) JUDGE AUGUST 13, 2014 vk