- (1.) All these three applications are interconnected and, therefore, have been taken up for hearing together to avoid the prolixity of repetition. These applications are taken out in a Company Petition No. 611 of 1988 filed under Sections 397 and 398 of the Companies Act, 1956 alleging the oppression and mismanagement by the then majority shareholders.
(2.) The facts leading to the present litigations are enumerated herein below: One Benoy Krishna Mitra, since deceased, was a resident of Muzaffarpur in the State of Bihar and migrated to Calcutta in the year 1946 after disposing of his various landed properties and other assets which he possessed at the previous place of his abode. The said Benoy Krishna Mitra as Managing Director incorporated the respondent no.1 Company i.e. India Steam Laundry Pvt. Ltd on December 3, 1948. The said Company was primarily a Family Company as the shares were held by the members of the family and their relatives. The said deceased was managing the said Company along with his three sons namely Prasanta Kumar Mitra, Tarun Kumar Mitra and Prabhat Kumar Mitra who were assisting the said Managing Director in managing and running the said Company. Till his death i.e January 31, 1974, the said Benoy Krishna Mitra was holding the post of a Chairman and Managing Director of the said Company. Upon the death of the Benoy Krishna Mitra, his eldest son Tarun Kumar Mitra was appointed as a Managing Director and continued as such till his death i.e. April 27, 2011.
(3.) In the year 1973, it was decided to take a financial assistance to augment the income of the Company to pledge the certain quantity of shares to RIBI now renamed as IIBI, the respondent no.9 herein, with clear stipulation that the said financial Company shall have a representation in a Board of Directors. It further appears that 7,100 fully paid up equity shares of the face value of Rs.10/- of the Company was pledged with the IIBI for securing the said financial assistance. Since, the respondent no.2 and 3 who were in the helm of the affairs of the company were indulged in various acts of mismanagement and oppression, a Company Petition being C.P. No. 611 of 1988 was filed under Sections 397 and 398 of the Companies Act for seeking a various reliefs as contemplated therein. In an interlocutory application filed therein, an order was passed on September 29, 1988 appointing two practicing advocates if this Court as Special Officers for making inventory of all the statutory books of accounts and assets lying at the registered and Branch Office of the said Company. The matter was kept pending till the year 2005, when another interlocutory application being C.A. 707 of 2005 was taken out by the petitioners, interalia, praying for an order of injunction restraining the respondent nos. 2 and 3 from alienating, mortgaging, letting out or otherwise transferring the assets of the Company and also from participating with the management and affairs of the company and/or dissipating the funds and assets thereof. On November 23, 2005, an order was passed in the said application in terms of prayer (k) to the judges summon which reads thus: "(k) An order of injunction be passed restraining the respondent no.2 & 3 and the Board of Directors of the respondent company from letting out or creating any encumbrances relating to the movable and immovable properties of the company situated at 80, Jawpur Road, Kolkata 700 074 with a direction on the respondent No.2 to furnish a list of persons to whom the factory sheds have been let out and the rent received therefrom and also a list of the shop-rooms of the respondent company which have been surrendered by the respondent no. 2." ;