S.Balasubramanian, - (1.) IN this order, I am considering three petitions CP Nos.97, 98 and 99 of 2005 together, as in all the three respondent companies, same set of family members hold shares and the reliefs sought for by the petitioners will have to be considered taking all these three companies together. All these three companies are engaged in cultivation and sale of tea, each owning a single tea garden. Bateli tea garden having an area of about 397 hectares is located in Assam, Belgachi tea garden of about 448 hectares is located in West Bengal and New Terai garden having an area about 440 hectares is located in New Terai, WB.
(2.) In 1949, one M.L. Dalmia, the grandfather of GG Dalmia and father of B.L Dalmia 2nd respondent in CP 97, and one Mathura Prasad' Saraff, who were related through marriage, jointly acquired the controlling shareholding interests in Belgachi Tea Company Limited from the erstwhile promoters. In 1956, Belgachi acquired around 52% shares of Bateli and thus the latter became a subsidiary of the former. After some years, New Terai also became a subsidiary of Belgachi. Presently, neither Bateli nor New Terai is a subsidiary of Belgachi. M.L Dalmia expired in 1962. Presently, there are 2 families, which hold majority shares in these companies Dalmia family and Saraff family. Outsiders hold, less than 10% shares in these companies. There are two branches within the Dalmia family, viz. C.K. Dalmia branch which is the petitioner in all these three petitions and B.L. Dalmia branch. In Saraff family, there are 4 branches M.L. Sharaff, N.L. Saraff, B.K. Sharff and R.G. Saraff
(3.) THE common case of the petitioners is: Sometime in 1970, an agreement and/or understanding and/or arrangement was arrived at between the Dalmias and Saraffs under which the two branches of Dalmia family were to control the management and day to day management of Bateli and Belgachi and Saraffs were control the day to day management of New Terai. Accordingly, the registered offices of these companies were shifted, Belgachi and Betali to the premises in which other Dalmia companies were functioning and New Terai to the premises in which other Saraff companies are housed. In 1973, when Bateli ceased to be a subsidiary of Belgachi, shares held by Belgachi in Bateli were transferred to both the groups equally, the shares coming to Dalmia group further divided equally between the petitioners' group and B.L. Dalmia group. However, the management of Bateli continued to be with the petitioners' group. Likewise, when New Terai ceased to be subsidiary of Belgachi in 1981, the shares held by Belgachi in New Terai were transferred in the same manner as the shares held by Belgachi in Bateli and New Terrai continued to be under the control and management of Saraffs. In Bateli, Dalmia family holds approx. 49% shares and Saraff family holds 49% shares and the balance with outsiders. Within Dalmia family, petitioners' branch held 24% and the B.L Dalmia branch 25% shares.;