I.P.MUKERJI - (1.) AN application under Section 397 and 398 of the Companies Act, 1956 (hereinafter the Act) was filed in this court way back in 1985. It was numbered as C.P. No. 252 of 1985. It is still pending. The petitioner in that application was one Amita Sen, who has since died. In her place, her three sons Subrata, Ranjan and Sanjay are now substituted as petitioners being petitioner nos. 1.(a), (b) and (c).
(2.) TWO applications were heard by me for several days. They were most seriously contested. One of them (C.A. No. 686 of 2010) was an application by the company for dismissal of the Section 397, 398 application. One Ajit Kumar Agarwal, opposed this application as an intervenor. It was strenuously argued on his behalf that the company should not be granted the prayers. Neither, the petitioners in the Section 397, 398 application should be allowed to withdraw from the application. He made an application (C.A. No. 721 of 2010)for dismissal of C.A. 686 of 2010. The company and the petitioners in the Section 397, 398 application were together on one side. They were represented by a battery of counsel. One set of counsel represented the company. Another set represented the petitioners. Ajit Kumar Agarwal, was also very well represented. The learned counsel for the company and the petitioners submitted that Ajit Kumar Agarwal had no locus standi to make the application. Similar submission was made on behalf of Ajit Kumar Agarwal that the alleged application by the Company was made by an incompetent person. It was submitted that Sujit Kumar Chatterjee, who affirmed the affidavit in support of the Judges Summons, on behalf of the company had no competence to do so. Therefore, the application for dismissal made by the company was incompetent and should be dismissed. This point had to be decided by the court first. So much so, that at the close of submissions a separate application was made by Ajit Kumar Agarwal being C.A. No. 541 of 2011 imploring me to decide the question first when I delivered the judgment. At the time of close of arguments, I reserved judgment in that application also to be delivered with the judgment in the other two applications.
(3.) THE whole dispute between the parties concerns the Company, Nischintapur Tea Company Ltd. It was incorporated on 12th February, 1950. Sometime in 1985, the said application under Section 397, 398 of the Act was made by Amita Sen. She stated that she was the registered holder of 3472 equity shares of the company which was 15.10% of its total paid up capital. She had the support of other shareholders who held 7.11% of the total paid up capital. THEy were six in number and held 1635 shares as stated in paragraph 7(i) of the Section 397, 398 petition. THErefore, the petitioner and the shareholders supporting her had together 5107 shares. As I have been able to understand, on reading the very voluminous petition, running into almost 100 pages, that 3240 shares were alleged to be beneficially belonging to the deceased husband of the petitioner but were held by the respondent Nos. 2,4 and 5 benami and that there should be appropriate orders regarding those shares. There were also allegations that those in control of the company had not rectified its register by substituting the names of the legal heirs of some other deceased shareholders who held 5940 equity shares. It is true, that in paragraph 7(iii) of the petition it is stated that out of those 5940 equity shares, 3800 belonged to Maithan Das Agarwal, the father of the intervenor, Ajit Kumar Agarwal. It is also mentioned in paragraph 28(i) and (ii) of the petition that the company had not registered 2021 equity shares purchased by Om Prakash Agarwal, the brother of Ajit.;