ASHIM KUMAR BANERJEE, J. - (1.) TIN Plates Dealers Association Pvt. Ltd. (hereinafter referred to as the "said company") was incorporated under the provisions bf Indian Companies Act, 1913. The company for substantial period had no activity save and except receiving income from immovable property. The company had a large plot of land at New Delhi on lease from Delhi Development Authority acquired in 1981. It was a closely held company. The shares were held by Sanwalka Group and Gupta Group, Prior to 1986 one Satyasil Gupta was in control and management of the. said company whereas the entire share holding belonged to him and his family members. In 1986 Sanwalkas were invited to join the company. They were allotted shares in the company. The shares which were allotted to Sanwalkas, were originally held by M/s. Gupta Brothers (a concern of Guptas) who did not respond to the unpaid calls and thereby shares were forfeited. Those forfeited shares were allotted to Sanwalkas. At the time of issuance of such shares the company, however, accepted partly paid up value of the shares. The shares were Rs. 100.00 each whereas paid up value was Rs.35.00 per share. The letters of allotment of shares are appearing at pages 127-134 of the paper book. According to Sanwalkas no call was ever made to them by Guptas who were in control of the company. Hence, Sanwalkas could not pay the balance value of the shares. According to the Guptas by letters appearing at pages 135-143 calls were made on January 5, 1991, However, Sanwalkas did not respond to the said call. Hence, their shares stood forfeited. According to Sanwalkas, none of those letters were received by them. Guptas also could not prove receipt therefore. The contents of the letters allotting the shares and the contents of the letters making a call are quoted below: Thank you for your letter dated 16.05.86 and the two drafts enclosed therewith for transfer of shares from Gupta Brothers today.
(2.) In compliance of the decision of our Board of Directors, we send herewith the following share scripts: 1. Share Certificate No. 011 for 2032 equity shares of Rs. 100/- each, paid up value Rs.35/- per share, distinctive Nos. 1869 to 3900. Please acknowledge receipt in good order. We welcome you as our shareholder. " You are holding 2032 partly paid up shares of the Company in account of Messrs, Gupta Bros., in terms of the amicable settlement arrived at the time of reissue of the sard shares. The balance amount due thereon of Rs.55/ per share alongwith the interest accruced since 1.1 1907 till 31.12.90 was payable on or before 31.12.9O as per the amicable settlement you have failed to make the payment in time. you are hereby called upon to make payment of the outstanding call of Rs..55/- per share on or before 11.04.91 alongwith interest due thereon till 31.12.90 i.e Rs.380/- per share A copy of the Board resolution of dote is enclosed for your infomation.
(3.) After the shares, according to Guptas were forfeited the company increased the holding of Guptas. Preference shares and bonus shares were also issued to them making Sanswalkas in insignificant minority even if the share are held to be not forfeited as on the date of making the application before the Company Law Board. It was also alleged that Guptas dealt with the immovable property by making an unlawful gain to the detriment of the interest of the company at a shocking by low price.;