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h. By notice dated 7 December 2000, original Plaintiffs through their constituted attorney requestioned meeting under Section 169 of the Companies Act for removing Defendant Nos.2, 8 and 9 as Directors and instead appointing Plaintiff No. 1, Defendant No.17 and Original Plaintiff No.2. Accordingly, a Meeting of Board was held on 8 December 2000 resolving to take proper legal advice on original Plaintiff No.1's requisition.

i. Original Plaintiffs also issued public notices in Times of India (17 December 2000) and Mumbai Samachar (18 December 2000) stating that they have 99.96% stakeholding in Defendant No.1-Company and requestioning of Extra-Ordinary General Meeting (EOGM) for removal of Defendant Nos.2, 8 and 9 as Directors. Defendant No.2 also issued public notice in Times of India (24 December 2000) contending that Original Plaintiffs' Notices were misleading. On 26 December 2000 an intimation was sent by Defendant No.1-Company to Defendant No.22-Registrar of Companies about cessation of original Plaintiff No.1 as Director of the Company. Also, a Notice dated 26 December 2000 convening the requisitioned meeting on 9 January 2001 by Defendant No.1-Company was received by Original Plaintiffs on 27 December 2000. By letter dated 4 January 2001, original Plaintiffs forwarded proxy forms appointing Plaintiff No.1 and Defendant No.17 as their proxies to vote in the AGM.

j. On 9 January 2001, EOGM as requisitioned by original Plaintiffs was convened which was attended by Plaintiff No.1 and Defendant No.17 (as proxies) alongwith their Advocate and Company Secretary, Mr. Pathak, Defendant No.2, Defendant No.8, Defendant No.9 and Defendant No.12 alongwith Mr. K. C. Todarwal (C.A.) and a Partner of M/s. Kanga & Co., 11 June 2024 Neeta Sawant S-924-2001-FC Advocates. Defendant No.8 claiming himself as the Chairman did not permit Plaintiff's Advocate and Company Secretary to attend the meeting. Requests were made by original Plaintiffs' proxy holders to appoint Plaintiff No.1 as Chairman, conduct of poll for appointing Chairman, furnishing of details of all share-holders of Company and allowing appointment of Scrutineer, which were turned down by Defendant No.8. Separate ballots were given to each of the proxy-holders for voting on each of the 9 resolutions on Agenda. All 9 resolutions were defeated with 75.01% votes cast against each resolution and 24.99% votes were cast in favour of each resolution. By letter dated 10 January 2001, the original Plaintiffs called upon Defendant No.1-Company explain how the resolutions were defeated despite original Plaintiffs holding 99.96% stake and about any purported increase in share capital. Original Plaintiffs addressed letter dated 11 January 2001 calling upon Defendant No.22-Registrar of Companies not to register any application or return of allotment showing enhancement of capital and allotment of additional shares, without their consent or approval and stating facts pertaining to manipulation of records and illegal action to purportedly enhancing share capital of Defendant No.1-Company. The original Plaintiffs have pleaded in their plaint that from 10 January 2001 till the filing of the suit (20 February 2001) they have made further enquiries with Defendant No.22-Registrar of Companies and had also inspected certain documents on 5 February 2001 provided by M/s. Kanga & Co., Advocates. On the basis of these enquiries and documents, original Plaintiffs claim that fraud was perpetrated by the concerned Defendants and that Defendant No.2 and his nominees had taken series of steps clandestinely and behind the original Plaintiffs' back to reduce them to minority shareholders. The original Plaintiffs plead that they neither received any Notice of any Board Meeting nor had any knowledge of the purported increase in the authorised share capital of the Defendant No.1- Company until after Extra-Ordinary General Meeting held on 9 January 2001 and subsequent inquires conducted thereafter.

22. Mr. Dhond would submit that SPA was not a loan transaction and was subsequently acted upon, which is established by Share Certificates, extract of Register of Members, Transfer Forms, Form 32, Annual Return for the year 1999, etc. That contesting Defendants have, at all material times, including after 11 June 2024 Neeta Sawant S-924-2001-FC alleged letter dated 21 November 2000 admitted original Plaintiffs as shareholders of Defendant No.1-Company. That the act of Defendant No.1- Company convening EOGM requisitioned by original Plaintiffs, acknowledging their proxies to attend and vote at the EOGM would further buttress the case that SPA was acted upon. That Resolutions in the EOGM have been defeated by 75,010 votes cast by contesting Defendants as against 24,990 votes of Plaintiffs. Plaintiffs have thus established that they hold 24,990 shares pursuant to the SPA. Relying on Mathrubhumi Printing & Publishing Co Vs. Vardhaman Publishers Ltd. & Ors.1, he would submit that once names of original Plaintiffs were recorded in register of members, they can no longer be treated as 'namesake shareholders', which concept is otherwise unknown to law. Mr. Dhond would take me through Resolution dated 23 October 1998 passed in Board Meeting and various articles of SPA to demonstrate that SPA was not a loan transaction and that the same has to be read in its plain language. Mr. Dhond would submit that the terms of SPA are reduced to the form of written agreement. That as per the provisions of Section 91 of the Indian Evidence Act, 1882 (Evidence Act) the SPA can be proved only by document itself or by secondary evidence of its contents where it is admissible. That the terms of SPA stands proved as per Section 91 of the Evidence Act as there is no dispute as to its execution. That law in this regard is well settled that if the oral agreement is inconsistent with the terms of the written agreement, then law favours exclusion of evidence of oral agreement which is contrary to the terms of the written agreement. That it applies with even greater vigour where the parties have included 'Entire Agreement Clause' in the SPA. The law is well settled that when entire agreement clause is found in the contract, parole evidence stands excluded and reliance is this regard is placed on judgment of this Court in BVM Finance Private Limited Vs. Vistra ITCL (India) Ltd. Ors. 2, of Delhi High Court in Thyssen Krupp Materials AG Vs. The Steel Authority of India 3 and of the Court 1 1991 SCCOnLine Kerala 453.