KALYAN JYOTI SENGUPTA, J. - (1.) THIS appeal is directed against an order dated October 29, 2004, passed by the learned Chairman, Company Law Board in C.P. No. 109 of 2003 State Bank of India v. Business Development Consultant P. Ltd. 0085/2004 . By the impugned order the learned Company Law Board allowed the application made by State Bank of India, respondent No. 1 herein, under Sections 111, 397, 398, 399, 402, 403, 406 and 409 and under Section 11 of the Companies Act, 1956. The order impugned is a detailed and reasoned order. Section 10F of the Companies Act, 1956, has enabled the appellant to prefer appeal, and the scope of the aforesaid section is very limited. As such the said section is quoted hereunder: Appeals against the orders of the Company Law Board. - -Any person aggrieved by any decision or order of the Company Law Board may file an appeal to the High Court within 60 days from the date of communication of the decision or order of the Company Law Board to him on any question of law arising out of such order: Provided that the High Court may, if it is satisfied that the appellant was prevented by sufficient cause from filing the appeal within the said period, allow it to be filed within a further period not exceeding 60 days.
(2.) IN this appeal there is no question of delay and there has been order of admission to hear it under the aforesaid provision. Thus, it clear that the task of this Court is to examine the legal infirmity in the impugned order. In order to appreciate the legal questions raised by the appellant some facts are required to be stated. The applicant before the Board, respondent No. 1 herein complained against the appellant's, viz., the company and their directors and shareholders that they without following due procedure of law surreptitiously raised the share capital of the said company which was really promoted by one Jahar Sengupta, since deceased, who was once the sole proprietor of the said business, viz., Business Development Consultant. Thereafter he converted it into a family private limited company and the capital thereof was divided into a good number of shares. Out of the total shareholding he was holding almost all the shares and the remaining were distributed and given to his relations and kin who are appellant No. 2 to rest. Actually they did not subscribe those capitals with their own funds and the shares are really gifted to them.
(3.) IT is alleged that on the date of death of the said original promoter Jahar Sengupta in the extraordinary general meeting the share capital was increased and subsequently further increase was made in order to render the holding of Jahar Sengupta, a minority. The said Jahar Sengupta, since deceased, before his death executed his last will and testament bequeathing amongst others the aforesaid shareholding appointing respondent No. 1, State Bank of India as a trustee of the trust created by the said will of Jahar Sengupta Trust Estate. The probate of the said will has been obtained. On receipt of the probate of the will it is alleged that respondent No. 1 did not apply for transfer or transmission of the shares in its name. It is further complained that the board of directors did not take any step for rectification of share register transmitting the shareholding in the name of the State Bank of India as an executor. Without transmitting the same behind its back and without giving any notice the share capital was increased taking advantage of not transmitting the shareholding in favour of the State Bank of India.;