TaxTMI 
TaxTMI 
2017 (7) TMI 666
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....Rs. 100 each. The issued, subscribed and paid up share capital of the company is Rs. 58,43,300 divided into 58,433 equity shares of Rs. 100/- each. Among other things the Company carries on business of trading in iron and steel. The Petitioner herein is allegedly entitled to 6774 equity shares equal to 11.6% of the paid up share capital of the Company by virtue of being the daughter and successor-in-interest of Late N.C. Ghosh (NCG) who was the promoter and owner of the Company, and was also in effective control of the Company from the year 1954 till his death in the year 2007. NCG was allegedly the sole holder of 16,462 equity shares in the Company and was the joint holder of 12,138 and 9134 equity shares with his son M.K. Ghosh (MKG). The Petitioner contended that after the death of NCG, who allegedly died intestate, on 25th August, 2007 leaving behind four children, the Petitioner being one of the daughters of NCG has come to acquire interest over his property by virtue of succession. The Petitioner therefore contends that she is entitled to 1/4th of the shares NCG held all by himself and also entitled to 1/4th of 1/2 of the shares that NCG held jointly with MKG, which brings....
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....er contends that she assisted NCG from 1990 till 1999 when she had to relocate to New Zealand along with her husband and ever since then was kept in the dark relating to the affairs of the Company by MKG. The Petitioner contends that MKG treated the Company as his own personal property and owing to the ill health of NCG in or around the year 2000, started usurping control of the Company. The Petitioner contended that the Company was completely usurped by MKG after the death of NCG on 25th August, 2007 and Form 32 relating to the cessation of NCG's directorship was only filed a year later on 27th May, 2008. The Petitioner further contended that after the death of MKG on 24th September, 2008, R2 along with R3. R4 and R5 extended the oppressive control of the Company earlier exercised by MKG and continued to exclude the Petitioner from the affairs of the Company. The Petitioner contends that she was also denied any access to the books and records of the Company despite her requests. The Petitioner contends that thereafter she learnt about the fact that R2, R3 and R5 were made the directors of the Company and the appointments of R2 as a director of the Company, R3 as the additio....
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....nding before Ld. 9th Civil Judge Senior Division at Alipore in respect of the entire estate of NCG wherein NCG's shares in the Company are also stated. Among other things, the Petitioner has prayed for injunctions against the Respondents to restrain them from attempting to alter the shareholding of and in the company in order to perpetuate their control over their Company, to undo the appointments of R2, R3 and R5 as directors in the Company, and for the appointment of Special Officer/ Administrator in the Company to carry on the business of the Company and the management of affairs of the Company until rights of the parties have been conclusively decided. The Respondents in their reply have contended that the present petition is not maintainable owing to the lack of shareholding of the Petitioner in the Company. The Respondents contend that under Section 111 of the Companies Act, 1956, the present company petition has been filed beyond the statutory period mentioned therein. The Respondents contend that the Petitioner did not apply for allotment of shares in any manner whatsoever before the company at any point of time after the demise of her father since August, 2007, and ....
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....pondent has also denied that the said company was a closely held company or that NCG purchased all the shares in the Company in 1954 or was in effective control of the Company from 1954 to 2007 or had single-handedly managed the affairs of the Company. The Respondent has also contended that since the Petitioner had failed to produce any documentary evidence to support her contention before the CLB and as such mere oral submission made by the Petitioner cannot be taken into consideration by the Tribunal, therefore, remedy if any available to the Petitioner is barred under the statutory provisions of the Companies Act, 1956. The Respondent further contends that the reason why the Petitioner was never notified about the appointments of the directors in the Company from time to time was because, the Petitioner had no established interest in the Company and being a stranger to the Company, the Respondents were not duty bound to the Petitioner, to notify about the ongoings within the Company. The Petitioner in her rejoinder has further contended that she has not filed any civil suit before any forum relating to any family disputes on inheritance of property and neither is the Petit....
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....hose name is entered in the register of members. It is correct that the names of respondent Nos. 1 and 3 are not yet entered in the register of members, but the name of Mr. S. K. Desor is still on the register on members and the requisite shareholding for moving a petition under Sections 397 and 398 was held by him. It was further observed that in Jeremyn Street Turkish Baths Ltd. In re [1970] 3 All ER 57 (Ch D), it was held that on its true construction, Section 201 of the Companies Act, 1956 required that the word "member" should include the personal representatives of a deceased member, on whom title to his shares devolved by operation of law. It was held on facts that the petitioners were duly registered as members of the company because a note had been made in the register regarding letters of administration and he observed that there was no particular form required for registration. But the learned judge held that even if it was not so, he personal representatives of a deceased member must be regarded as members of a company for the purpose of Section 210. Relying on a decision of Buckley J. in Bayswater Trading Co. Ltd., In re [1970] 1 All ER 608 (Ch D), he opined t....
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....r contended, that R2 was inducted as a director in the Company pursuant to a Board resolution dated 31st Jul/, 2007 which is shown to have been signed only by MKG and R2 herself. The signatures of NCG and R6 who were then the directors of the Company are lacking in the same resolution, annexed as A-4 on page 91 of the Petition, where it has been written that: "Resolved further that Mr. Manindra Kumar Ghosh Director of the Company be and is hereby authorized to sign the document for submission in the Registrar of Companies for and on behalf of the Company." Pursuant to the same, Form 32 as annexed at page 92 of the Petition, has also been furnished relating to the appointment of R2, along with the consent letter of R2 acceding to the directorship of the Company at page 95 of the Petition. The aforementioned board meeting, pursuant to which the resolution was adopted, lacks quorum and is invalid. Therefore, the appointment of R2 as a director in the public company is also in violation of the Companies Act, 1956. The Petitioner contended that the appointment of R3 as an additional director of the Company was done on the 24th September, 2008, which was the same date w....
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....etitioner, the Respondents are allegedly invading or threatening to invade the right to and enjoyment of the property by the Petitioner and perpetrating illegal and wrongful control with regard to the management and affairs of the Company and its assets. The Petitioner apprehends that the Respondents would take steps to alter their shareholding in the Company and will prevent the Petitioner from participating in the management and affairs of the Company. The Petitioner in the present case has contended that the Respondents are continuing to treat the Company as their personal property and running the company in total exclusion of the Petitioner from the management and the affairs of the Company and have colluded in order to deny the Petitioner her rightful share in the Company. The Petitioner has sought for an injunction against the Respondents as she apprehends that the Respondent will attempt to alter the shareholding of and in the Company in order to perpetuate their control and will seek to take steps to render the instant proceedings infructuous Additionally, the family settlement an.ved at on 15th January, 2010 in the family meeting was also never honoured by the Respondents ....
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....dure laid down in Articles of Association of the Company. The said appointment is illegal as the quorum was not fulfilled for the board meeting whereby the R2 was appointed. Additionally the Late NCG who was alive at the time of the appointment of R2 had neither signed the board resolution nor was he present for the board meeting where the appointment took place. The said board resolution was only signed by MKG and no other member of the Company. Therefore, such an appointment is not a valid appointment. Moreover, R3 who was appointed as an additional director pursuant to the board meeting held on 24th September, 2008 which was the date of MKG's demise, was also not a valid appointment. This is because the resolution had been signed only by R2 and not by any other member of the Company. Also, the Articles of Association of the Company does not provide for any appointment of additional directors. Similarly, the appointment of R5 is invalid. Both the companies namely T D Kumer and Brothers and Kshirode Chandra Ghosh stood struck off in 2012 due to non-filing of the statutory documents since 2008. The Petition before the High Court of Calcutta which was decided on 5th December,....