Alok Kumar Basu, J. - (1.) In these two appeals preferred by the appellant, Bhagabati Developers Pvt. Ltd., under the leave granted by the hon'ble Supreme Court contained in its order dated April 26, 1996, challenging the judgment and order dated January 13, 1992, passed by a learned single judge of this court dismissing Company Petition No. being 222 of 1991 filed under Section 397/398 and other provisions of the Companies Act, 1956, we are called upon to resolve a long pending dispute between the present appellant and the respondents, the Peerless Company, its directors and some of the shareholders.
(2.) The chain of events leading to and culminating in passing of the court order dated April 26, 1996, by the hon'ble Supreme Court and filing of the present appeal may be briefly narrated in this way which would also help us to a great extent to appreciate the rival contentions raised in this appeal.
(3.) Sri Ajit Chatterjee and his brother, Sri Argha Kusum Chatterjee (to be referred as Chatterjee brothers hereinafter), claiming themselves to be members of Peerless Company within the meaning of the Companies Act, 1956, filed a petition in this court on May 30, 1991, under S Sections 397 and 398 read with other relevant provisions of the Act alleging, inter alia, gross mismanagement in the affairs of Peerless Company by its directors and also alleging gross irregularities and illegality, particularly in issuance of 30,000 shares by its directors, with specific prayers for supersession of the board of directors of Peerless Company and all its subsidiaries and also for appointment of special officer/receiver to manage the affairs of the company and its subsidiaries as interim measure and also for final directions from the court for proper management of the company and its subsidiaries as contemplated in the relevant provisions of the Companies Act. As Chatterjee brothers were lacking necessary qualifications required for filing of such petition, they obtained consent of the present appellant and also of one Mr. R. L. Gaggar in order to proceed with the matter.;