Ashim Kumar Banerjee, J. - (1.) BACKDROP
(2.) 6, Wood Street, Kolkata is an immovable property comprising of two -storied building with an adjoining open space. M/s. Tarini Infrastructure Pvt. Ltd. was the tenant in respect of the open space, whereas the building was let out to various tenants who would be described hereinafter as "Mahensarias". One Nirmal Chandra Dhur was the owner of the said premises in question. In 1992, Dhur granted a lease of the building in favour of Essem Enterprises Pvt. Ltd. subject to the existing tenancies. By a separate lease the open space was let out to Fortune Enterprises Pvt. Ltd. for a period of 50 years. Fortune was controlled by Mahensarias. Thus, Mahensarias became the lessee of the building whereas Fortune became the lessee of the open space. In 1998, Shyam Sunder Shah, the defendant No. 2, approached Mahensarias and Kankani, the plaintiff No. 2 for development of the said property. The parties agreed Kankani, Mahensarias and Shah would jointly develop the property in partnership. It was agreed Mahensarias and Kankani would jointly hold 50% shares in Fortune whereas the rest 50% would be retained by Shah. The parties entered into a subsequent agreement wherein the shareholding ratio was changed. Mahensarias and Kankani, the plaintiff No. 2 became the owner of 69.15% share and balance 30.85% would belong to Shah and his associates. The parties had fallen out. In 2002, Mahensarias wanted to leave. Mahensarias sold their shares in favour of Shyama Saran Bhalotia, the plaintiff No. 1. Although the defendant No. 1 was a limited Company it was closely held by two groups. In terms of the agreement dated September 23, 1998 Bhalotia and Kankani jointly held 69.15% whereas the other group held 30.85%. There were series of litigations between the parties on the development of the property. We need not deliberate on the same. PRESENT LIS
(3.) THE present suit being C.S. No. 141 of 2009 was filed by Bhalotia and Kankani as against Fortune Enterprises Pvt. Ltd. and its controlling shareholders inter alia praying for the following reliefs: - "The plaintiffs pray for leave under Order I and Rule 8 and Order II Rule 2 and under Clause 12 of the Letters Patent, 1865 and seek: a) Decree for Rs. 7,71,250/ - as pleaded in paragraph 24 against the defendants No. 1. b) Scheme for administration of all the assets of defendant No. 1 be framed ensuring fair and equitable representation of the plaintiffs in the management of defendant No. 1. c) Investigation into dealings and conduct of defendant Nos. 3 to 6 in relation to the assets and management of defendant No. 1. d) Decree for accounts of the dealings with the assets and properties of defendant No. 1 and decree for such sum against defendant Nos. 3 to 6. e) Declaration that the plaintiff No. 1 and 2 at all material times were and still are directors of the defendant No. 1 and members of the Board of Directors of the defendant No. 1. f) Declaration that the issued, subscribed and paid -up share capital of the defendant No. 1 is Rs. 36,15,000/ - divided into 36150 equity shares of Rs. 100/ - each. g) Declaration that the shareholders of the defendant No. 1 were and are as mentioned in Paragraph 14 herein. h) Declaration that the purported shareholding shown to have been allotted to the defendant Nos. 18 to 22 are null and void, bad, illegal and of no effect. i) Declaration that no Annual General Meeting or General Meeting of the defendant No. 1 had been convened or held on September 28, 2006 and March 8, 20007 respectively. j) Declaration that all business alleged to have been transacted in the general meeting of the defendant No. 1 allegedly held on March 8, 2007 are sham, bad, illegal, null and void. k) Decree directing the defendants to deliver up the minutes and records in respect of the annual general meeting claimed to have been held from September 28, 2006 so that the same be adjudged void and be cancelled. l) Declaration that the purported meetings of the Board of Directors of the defendant No. 1 held on March 8, 2007 is bad, illegal and null and void. m) Perpetual injunction restraining the defendant Nos. 3, 4, 5 and 6 and each of them from holding themselves out or representing themselves to be or acting or functioning as directors of the defendant No. 1 and/or taking any part of any kind or manner in the business of the defendant No. 1. n) Perpetual injunction restraining the defendant Nos. 18 to 22 from holding themselves out or representing themselves as shareholders of the defendant No. 1 and exercising any right as shareholders of the defendant No. 1. o) Perpetual injunction restraining the defendants and each of them from giving any or further effect to any resolution of the Board of Directors of the defendant No. 1 claimed to have been held from September 28, 2006. p) Perpetual injunction restraining the defendants and each of them from giving any effect or further effect to any resolution of any meeting of any members of the defendant No. 1 held from September 28, 2006. q) Perpetual injunction restraining the defendants either by themselves or through their respective men, servants, agents, assigns or howsoever otherwise from obstructing and/or preventing and/or interfering with the rights of the plaintiffs and/or their nominees from participating in the day -to -day business and management of the defendant No. 1 and/or from having any access to the assets and properties including the registered office of the defendant No. 1. r) Mandatory injunction direction the defendant No. 2 to 22 and each of them to deliver up and/or hand over possession of all and any records and papers and documents concerning and/or relating to the defendant No. 1 so that the same may be delivered up and cancelled. s) Perpetual injunction restraining the defendants from opening or operating any new bank account or operating any existing bank account of the defendant No. 1 in any manner whatsoever. t) Perpetual injunction restraining the defendants from acting up or giving any effect to the purported forms and all other papers or documents and/or returns filed with the Registrar of Companies, West Bengal from September 28, 2006. u) Perpetual injunction restraining the defendants either by themselves or through their servants, agents, assigns or howsoever otherwise from in any way selling or transferring or dealing with or disposing of or encumbering or parting with possession of any asset or property of the defendant No. 1 or in favour of any party whatsoever. v) Perpetual injunction restraining the defendants, each of them by themselves or otherwise howsoever from convening and/or holding or conducting any General meeting or Board meeting of the defendant No. 1 or from increasing or altering the authorized and/or paid -up share capital of the defendant No. 1 in any manner whatsoever. w) If necessary, the statutory books of accounts and other papers, documents and records of the defendant No. 1 be suitably rectified to show a true and correct affairs of the defendant No. 1. x) Declaration that the defendants are guilty of misfeasance and breach of trust in relation to conduct and affairs of the defendant No. 1 and an enquiry be made into the damages suffered by the plaintiffs on account of such wrongful acts and a decree for such sum against the defendants as may be determined upon appropriate enquiries. y) For the purposes aforesaid, all necessary accounts, enquires and directions be made as to this Hon'ble Court may deem fit and proper. z) Interim interest and interest on judgement. aa) Injunction bb) Attachment cc) Costs dd) Further and other reliefs.";