Pinaki Chandra Ghose, J. - (1.) This is an application filed by the petitioner Bhagirath Agarwal and others against company Tara Properties Pvt. Ltd. being Petition No. 290 of 1990, inter alia, praying for an order : (a) A declaration that the purported issue and allotment of 1,960 shares of and in the company to respondents Nos. 2 (deceased) and 4 as specified in the petition is illegal, null and void and of no effect whatsoever ; (b) A declaration that the purported Form No. 2 filed on October 23, 1989, and the purported Form No. 32 filed on October 23, 1989 and November 27, 1989 are illegal, null, void, and not binding on the petitioners ; (c) Form No. 2 and Form No. 32 referred to in prayers (a) and (b) above be delivered up to this hon'ble court so that the same may be cancelled and adjudged void by this hon'ble court; (d) The purported notice relating to issue and allotment of the said 1960 shares of and in the company in favour of respondents Nos. 2 (deceased) and 4 in the register of members of the company be delivered up to this hon'ble court so that the same may be cancelled and adjudged void by this hon'ble court ; (e) Injunction restraining the respondents and each one of them from giving any effect or further effect to the purported issue and allotment of the said 1960 shares of and in the company in favour of respondents Nos. 2 (deceased) to 4 and all the purported registration thereof in the register of members of the company in any manner whatsoever ; (f) Injunction restraining the respondents and each one of them from giving any effect to the said Form No. 2 and Form No. 32 referred to in prayers (a) and (b) above in any manner whatsoever ; (g) An order of injunction be made directing the respondents and in particular respondents Nos. 2 (deceased) to 5 and the company to rectify the register of members of the company by deleting the names of respondents Nos. 2 (deceased) to 4 therefrom in respect of the said 1960 shares of and in the company; (h) An order of injunction be made directing respondents Nos. 2 (deceased), 3 and 4 be removed from their position as directors of the company ; (i) An injunction restraining respondents Nos. 2 (deceased) to 6 and each one of them from in any manner interfering with or intermeddling with the affairs of the company ; (j) An injunction restraining respondents Nos. 2 (deceased) to 4 from in any manner representing or holding themselves out as directors of the company ; (k) Supersession of the board of directors of the company ; (1) Special officer/administrator/receiver be appointed to carry on the affairs and management of the company ; (m) The special officer/administrator/receiver be appointed herein be directed by this hon'ble court to take charge of the statutory books, records and documents of the company including the directors' minutes book, shareholders' minutes book, register of members, share transfer register, cash book, journal, ledger and books of account of the company and also the assets of the company ; (n) The special officer/administrator/receiver be appointed herein be directed to collect the rental income of the company from the tenants of the company in the building built by the company at 13, Camac Street, Calcutta- 700017 and to deposit the said money in accordance with the direction that may be given by this hon'ble court as it may deem fit and proper ; (o) The special officer/administrator/receiver be appointed herein be directed to initial and make inventory of all books, records and documents of the company and also to take inventory of the assets of the company ; (p) The special officer/administrator/receiver be directed to carry on the management and business of the company and in this regard all necessary directions as this hon'ble court may deem fit and proper be given ; (q) An injunction restraining the respondents and each one of them, their servants, agents and nominees from doing and disbursing the expenditure of this litigation and other related proceedings from the funds of the company on behalf of any party whatsoever ; (r) Injunction restraining the respondents and each one of them, from transferring any funds of the company or from applying any moneys of the company; (s) An injunction restraining the respondents from distributing and/or alloting and/or altering the shareholding position and/or authorised share capital of the company in any manner whatsoever; (t) An injunction restraining the respondents from dealing with, disposing of, encumbering, transferring the assets and properties of the company in any manner whatsoever ; (u) An injunction restraining respondents Nos. 2 (deceased) and 4 from exercising any rights or receiving any benefits in respect of the said 1,960 shares of and in the company ; (v) An order be made directing an investigation into the affairs of the company and of respondents Nos. 2 (deceased) to 6 in particular under Section 406 of the Companies Act, 1956, and Schedule XI thereto and all consequential orders be made upon such enquiry as this hon'ble court may deem fit and proper under the provisions of the Companies Act, 1956 ; (w) A scheme be framed for future management of the company ; (x) An order be made directing convening and holding of an extraordinary general meeting of the shareholders of the company for the purpose of electing a lawful and valid board of directors after proper rectification of the register of members as prayed for hereinabove ; (y) A direction be given by this hon'ble court to the respondents and each one of them to render a true and faithful account of all secret profits and illegal gains made by the said respondents as stated hereinabove and this hon'ble court may give directions with regard thereto as it may deem fit and proper; (z) An injunction restraining the holding of any board meeting or general meeting of the company except with the leave of this hon'ble court; (aa) An injunction restraining the respondents and each one of them from operating the bank account of the company ; (bb) The respondents be directed to make full disclosure in relation to the moneys of the company diverted to Bhura Private Ltd., and the moneys transferred and paid out of the banking account of the company purported to be maintained by the respondents with Vysya Bank, 77, Netaji Subhas Road, Calcutta ; (cc) The respondents be directed forthwith to give inspection of all statutory books, records and documents of the company including in particular the directors' minutes book, the shareholders' minutes book, register of members, share transfer register, books of account, cash book, journal and ledger and to allow the petitioners to make copies of the same ; (dd) The special officer/administrator/receiver be appointed herein be directed to visit the office premises of Hindusthan Tea Co. on the second floor of the building Raj Kamal situated in premises No. 13, Camac Street, Calcutta, where the books, records and documents of the company have been removed by the respondents for the purposes of taking custody control and possession of the same in terms of prayers made hereinabove ; (ee) Ad interim order in terms of prayers above ; (ff) Costs of and incidental to this application be paid by the respondents.
(2.) The facts of the case briefly are as follows : The company was incorporated on December 25, 1962. The authorised shareholding of the company was 5,000 shares of Rs. 100 each. Of the 5,000 shares, 3,040 shares were issued and subscribed for. The shareholding as in 1962 was as follows : -------------------------------------------------------------------------------- Tarachand Agarwal - 10 shares Dhanka Devi (his wife) - 3,010 shares Respondents Nos. 1 to 5 herein - 10 shares Respondents Nos. 1, 3, 4 - 10 shares 3,040 shares. --------------------------------------------------------------------------------
(3.) On June 28, 1974, a return was filed before the Registrar of Companies by respondent No. 1, viz., Bhagirath. That return showed that Dhanka, the mother, had transferred 750 shares of her shareholding to Bhagirath and 600 shares to Chandra Prakash. As a result the shareholding pattern in the company in 1974 was as follows : -------------------------------------------------------------------------------- Tarachand - 10 shares Bhagirath 10 + 750 - 760 shares Dhanka - 1,660 shares Chandra Prakash and group 10 + 600 - 610 shares 3,040 shares. -------------------------------------------------------------------------------- ;