Decided on May 26,1970

Feroz M. Bhasania Appellant


S.C. Ghose, J. - (1.) This is an application made by the Plaintiff, a shareholder of the company being the Defendant No. 12, inter alia, for an injunction restraining the Defendants Nos. 1, 2, 3 and 12 from proposing or passing a special resolution changing the name of the Defendant No. 12 at the ninth Annual General Meeting of the Defendant No. 12, also for an order directing the appointment of a Receiver of the books of accounts of the Defendant No. 12 for the period April 1, 1965 to March 31, 1969, and to have the same audited, as well as for an injunction restraining the Defendants from having the accounts of the Defendant No. 12 for the period April 1, 1965 to March 31, 1969, passed at the sixth, seventh, eighth and ninth Annual General Meetings of the company.
(2.) The Plaintiff is a partner of a firm, Ruttonji and Co., of No. 26 Ganesh Chandra Avenue, Calcutta. On or about Match 12, 1958, permission was obtained by the said firm to establish a brewery in West Bengal. The said firm also obtained sanction of the Government of India under the Industries (Development and Regulation) Act for the establishment of the said new undertaking. The said firm also obtained allotment of a plot of land at Kalyani from the State of West Bengal. For implementing the aforesaid, the Petitioner, together with others, promoted a company by the name of Ruttonji and Co. Ltd. After being promoted the said company ' obtained the sanction to establish the said industrial undertaking as well as the allotment of the said plot of land transferred to it and issued in its name. The said company constructed the brewery and completed the same at an enormous expense. A brewing licence was, however, obtained in the joint names of the said firm of Ruttonji and Co. and Ruttonji and Co. Ltd., the Defendant No. 12, on or about August 3,1965. The said company, the Defendant No. 12, was promoted as the Petitioner and other partners of the said firm of Ruttonji and Co. had not sufficient means to establish the factory and/or the said industrial undertaking of a brewery for manufacturing beer.
(3.) Soon thereafter, disputes and differences arose between the two groups of share -holders as well as the Directors of the Defendant No. 12. An Annual General Meeting was fixed to be held on September 28, 1965, at the registered office of the said company. Inasmuch as there was no quorum for the said meeting on that date under Sub -Section 4 of Sec. 174 of the Companies Act, 1956, the said meeting stood adjourned to the next week on the same day and place i.e. October 5, 1965. It is alleged that the said meeting was duly held in part on that day and so far as the rest of the meeting was concerned the same was 1 adjourned to the following day at No. 14 Ananda Chatterjee Lane, Calcutta. The Minutes of the said meeting will appear from annexes. F and G of the petition.;

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