SOUMEN SEN,J. - (1.) This appeal is directed against an order passed by the Company Law Board, Kolkata Branch on 9th May, 2016 in a proceeding arising out of Sections 111A, 235, 284, 397, 398, 399, 402, 403 and 406 of the Companies Act, 1956. The control and management of one Astha Nursing Home being the respondent No.1 was the subject matter in the company proceeding initiated by the present appellants before the Company Law Board.
(2.) The petitioners claim to be the majority shareholder of the respondent No.1 Company. The removal of the petitioners from the Board of Directors and reducing the petitioners to minority was challenged in the said proceeding. The petitioners Nos. 1 to 7 along with the respondent No.2 are the founder directors of the respondent No.1. They were the original subscribers to the Memorandum of Understanding of Association of the respondent No.1 Company. The petitioners Nos.1 to 5, 7 and 8 are Doctors by profession.
(3.) The respondent No.2 was entrusted with the construction of the Nursing Home building and the set up of the Nursing Home. The required funds were generated by obtaining bank loans and also by raising share capital from the petitioners and the respondent No.2 who were the only contributories to the company. The petitioner No.8 was appointed as a director of the company with effect from 20th June, 2009. The dispute arose after 31st May, 2013. Prior to 31st May, 2013 the issued and paid of capital of the company was Rs.20.80 lacs consisting of 2,08,000 equity shares of Rs.10/ - each out of which the petitioners together hold 1,04,750 shares. The appointment of the respondent Nos.3 and 4 in the Board of Directors of the Company and allotment of 5776 shares to the respondent No.3 in the Board meeting held on 31st May, 2013 has triggered off the filing of the company petition before the Company Law Board.;