A. K. Mathur, J. - (1.) Leave granted.
(2.) These appeals are directed against the order dated 31.3.2005 passed by learned Company Judge, Calcutta High Court in APO No.746 of 1999 and APO No.759 of 1999 whereby learned Single Judge has disposed of the appeal and the cross-appeal arising out of the order dated 29.10.1999 passed by the Company Law Board (hereinafter to be referred to as CLB ). 2A. Brief facts which are necessary for disposal of these appeals are that an application under Sections 397 and 398 of the Companies Act, 1956 (hereinafter to be referred to as the Act ) was filed by Dr. Kamal Kumar Dutta and Dr. Binod Prasad Sinha alleging various acts and oppression and mis-management in the affairs of the company before the CLB. Ruby General Hospital Limited, a company was incorporated in the year 1991 by two non-resident Indian Doctors i.e. Dr.Kamal Kumar Dutta and Dr. Binod Prasad Sinha along with Indian entreprenuer, Shri Sajal Kumar Dutta, who is the younger brother of Dr. Kamal Kumar Dutta. The Company took up the project to establish a Hospital-cum-Advance Diagnostic facility at Calcutta. The cost of the project was about Rs.11 crore out of which the share capital would be Rs.9 crore and Rs.8 crore out of the said share capital would be by way of NRI participation. Therefore, 88.88% of the project was NRI shares and the balance by resident Indians. In the year 1991, the Department of Industrial Development, Government of India, Secretariat of Industrial Approval, ( for short SIA) approved the NRI investments in the said company.
(3.) Dr. Kamal Kumar Dutta was one of the first Directors of the said company and with Dr. Binod Prasad Sinha held 52.74 % of the equity shares in the said company. Apart from that Dr. Kamal Kumar Dutta contributed Rs.3 crore for the purpose of importing second-hand medical equipments and the shares towards the said investments, being the value of the equipments, should be allotted to Dr. Dutta. A loan was granted for a sum of Rs.4.6 crore by the Industrial Development Bank of India for the said project.;