Judgment :- Patherya J. This is an application filed under Order 7 Rule 11 of the Code of Civil Procedure, 1908 for rejecting the plaint filed in C.S. 141 of 2009. The case of the defendant No. 1 is that in a suit for preparation of a scheme for administration of all the assets of the defendant No.1 and for management thereof, diverse reliefs have been sought. One of such relief is for an investigation into the dealings of all the assets and management of the defendant No.1. By virtue of an agreement dated 23rd September, 1998 between the defendant No. 2 and one Anil Kumar Mahensaria the said persons agreed to develop premises No. 6, Wood Street, Kolkata- 700 016 which belonged to the defendant No. 1 under a Lease Deed for 50 years. To the said agreement, the defendant No. 1 was not a party but the right of the defendant No. 1 in the said property was dealt with. From a reading of the agreement of September 1998 it will appear that its pith and substance is development of the only asset, i.e. the building at 6, Wood Street, Calcutta of the defendant No.1. As the defendant No. 1 was not a party to the agreement there exists no cause of action against the defendant No. 1. The cause of action in the instant suit is based on two oral agreements and one written agreement. Therefore, the defendant No. 1 seeks rejection of the plaint. Reliance is placed on AIR 1965 SC 1535 and AIR 1992 schedule 453. Opposing the said application, counsel for the plaintiff submits that partnership concept in companies is not unknown. As the action is derivative in nature the agreement of 23rd September, 1998 has been pleaded to give a composite picture. By the said agreement, the shareholding of the two groups in the defendant No. 1 was to undergo a change. No new share was to be issued. In fact, the said agreement has been acted upon and performed. There has been breach of the negative covenant by issuance of shares and as a shareholder of the defendant No.1, the suit has been filed for alleged increase in share capital. Leave has been taken under Order 1 Rule 8 of the Code of Civil Procedure. Therefore, all other shareholders have also been called to participate in the said proceedings. There has been breach of the negative covenant by issuance of shares and as a shareholder of the defendant No.1, the suit has been filed for alleged increase in share capital. Leave has been taken under Order 1 Rule 8 of the Code of Civil Procedure. Therefore, all other shareholders have also been called to participate in the said proceedings. Rejection, therefore, cannot be in part. The suit has been filed by the plaintiffs, qua-shareholder and Director and although leave has been taken under Order 1 Rule 8 of the Code of Civil Procedure, no prayer has been made for revocation of such leave. No revocation has also been sought of leave granted under Order 2 Rule 2 of the Code of Civil Procedure. The leave sought is in the nature of framing of a scheme for the purpose of administration of the assets of the defendant No. 1. Therefore, the suit in effect is for management & administration as control of the defendant No. 1 has been taken by the minority shareholders. Therefore, this suit cannot be dismissed, as all that is sought is protection of the defendant No. 1 against the delinquent shareholders and the reliefs can be granted even shorn of the agreement. Therefore, this application warrants no order and the same be dismissed. In reply counsel for the defendant No. 1 submits that the scheme is not for administration of the shares of the company but its assets. As held in AIR 1955 SC 72 a shareholder has no interest in the assets of the company. It has been argued that the agreement has been pleaded only as a backdrop to the reliefs claimed and to give a proper picture but from a reading of the plaint this does not appear to be so. Although, it has been stated that the suit is a derivative action of shareholders but this is not correct as the cause title has not been pleaded as required in derivative action. In the pleadings the commonalty of interest has not been pleaded nor has the wrong done to the company been pleaded. Order 1 Rule 8 would not have been necessary in case it was a derivative action. Therefore, orders be passed as sought. Having considered the submissions of the parties the rights of the parties flows from the agreement of 23rd September 1998. Order 1 Rule 8 would not have been necessary in case it was a derivative action. Therefore, orders be passed as sought. Having considered the submissions of the parties the rights of the parties flows from the agreement of 23rd September 1998. By the said agreement the Defendant No. 2 agreed to transfer 50% of the paid-up share capital of Fortune Enterprises Private Limited the defendant No.1 in favour of Mr. Anil Kr. Mahensaria and Mr. Kankani and retain 50% to himself. The breach alleged is of agreement dated 23rd September, 1998 & reliefs sought are of 3 kinds :- a) formation of a scheme to administer the assets of the defendant No.1; b) accounts; c) cancellation of increase of share capital by allotment of shares. The share-holding pattern of the parties in the defendant No.1 emanates from the agreement of 1998 and it is this share-holding pattern which has been changed that has been challenged and the decisions taken sought to be cancelled in the suit. The application of principles of partnership to the concept of company is not alien and while deciding the question of “oppression” the utmost good faith exercised by a shareholder will be relevant. Based on the said principles if a simpliciter declaration for cancellation was sought the bonafides of the plaintiff could not be doubted. By seeking framing of a Scheme for administration of the asset of the defendant No.1, the plaintiffs are seeking to by-pass the provisions of the Company’s Act which contemplates convening Board meetings, as any decision in respect of the defendant No. 1 which is an asset company must be by a resolution. It is quite possible that such relief has been sought as the plaintiffs have been reduced to a minority. In that event the plaintiffs ought to have restricted themselves to a derivative action. Instead the main relief sought is administration of the assets of defendant No.1 by fair participation of the plaintiffs. This tantamounts to dealing with the asset of the defendant No.1 without it being a party to the agreement, on the basis of which fair participation is sought. Although it has been contended by the petitioner/defendant No.1 that the agreement of 1998 is contrary to the Articles of Association of the defendant No.1. The plaintiffs have not produced any document to controvert the same. Although it has been contended by the petitioner/defendant No.1 that the agreement of 1998 is contrary to the Articles of Association of the defendant No.1. The plaintiffs have not produced any document to controvert the same. There is also no provision in the agreement that the Articles of Association of the defendant No.1 would be suitably amended to bring the Board of Directors or share-holding in line with the agreement. In a derivative action participation of the share-holders in the assets of the company is unknown as the share-holder has no interest in the assets till its dissolution as held in A (1955)SC 74. In fact in the Articles of Association the agreement of 1998 has also not been incorporated. Therefore, in view of 1992 1 SCC 160 the petitioner/defendant No.1 would not be bound by the agreement. This has not been denied by the plaintiffs in their affidavit affirmed on 17thAugust, 2011. The plaintiffs have sought to set-aside some of the Board Resolutions so far so good but the prayer for administration in the light of the prayer for declaration is misdirected. Both the prayers cannot be allowed. The plaintiffs have not abandoned either of the reliefs. Another reason for this order is misjoinder of the different causes of action which is apparent on a reading of the Plaint and for which reason the Plaint cannot be allowed in its present form. For all the said reasons G.A. 1807 of 2011 is allowed and C.S. 141 of 2009 in its present form cannot be entertained and is rejected.