- (1.) This appeal had a checkered carrier as we find from the list of dates. Peerless General Finance and Investment Company Limited was incorporated in the year 1932 as a non-banking finance company guided by the regulations of the Reserve Bank of India. In 1979 Reserve Bank of India alleged, the business was hit by the Prize Chits and Money Circulation Schemes (Banning) Act 1979 and called upon Peerless to close its business. The business was being run by two friends namely Sri Kali Kumar Chatterjee and Sri Sunil Kanti Roy. Kali Kumar Chatterjee died in September 1979 when he was holding 520 shares in his own name and 4500 shares jointly with his wife Amiya Bala Chatterjee. Amiya Bala also held 200 shares in her own name. After the death of Kali Kumar Chatterjee, Amiya Bala became the owner of 5220 shares that was accordingly recorded in the shareholder's register. In a settlement within the members of the Chatterjee family, Ajit Kumar Chatterjee son of Amiya Bala got 1350 shares. In July 1986, Ashish Kumar the younger brother of Ajit became a director of Peerless. In 1987 Peerless succeeded in the litigation at the Apex Court level holding that they did not fall within the mischief of the Money Circulation Act however, the Supreme Court was critical about the forfeiture of the lapsed deposit amount. Ajit permanently settled at UK. His number of shares increased to 2700 when Peerless issued bonus shares. In October 13,1987, Paid up capital of Peerless was Rs.73,61,200 divided into 73612 equity shares of Rs.100/- each. The dispute arose in 1988 when Peerless issued 30,000 equity shares of Rs.100 each to the exclusion of Chatterjees that tilted the balance. In the meantime Amiya Bala died. Ajit became the sole owner of 2700 shares that he held along with his mother.
(2.) Bhagwati Developers Private Limited was also a shareholder having 3515 shares. They subsequently purchased 5600 equity shares from Sri R. L. Gaggar an advocate of this Court. Gaggar signed an irrevocable Power of Attorney in favour of one Manohar Mall Lodha and one J.M. Sharma being the nominee of Bhagwati. By virtue of the said Power of Attorney Lodha was empowered to deal with the shares. Gaggar, by a subsequent letter, confirmed having executed the power of attorney as irrevocable one. LITIGATION:
(3.) The dispute arose between Chatterjee family and Roy family. Chatterjees wanted to bring action against the company. They did not have the requisite shareholding. They obtained support from Lodhas. Lodhas gave consent to Chatterjees to file the petition. With the support of Lodhas, Ajit Kumar Chatterjee and his brother Arghya Kusum Chatterjee filed an application to this Court under Section 397 and 398 of the Companies Act 1956 inter-alia alleging mismanagement of the affairs of the company and complaining oppression to the minority shareholders. They also challenged allotment of 30,000 equity shares. The learned Judge passed interim order as against Peerless. Peerless filed an application for dismissal of the proceeding questioning its maintainability. The learned Judge concluded the hearing on the preliminary issue and proceeded to hear the matter on merit. Peerless filed an appeal. The Court of appeal did not interfere. The learned Company Judge concluded the hearing and delivered the judgment holding the proceeding not maintainable in law. JUDGMENT AND ORDER IMPUGNED:;