MILAN SEN Vs. GUARDIAN PLASTICOTE LTD
LAWS(CAL)-1996-4-1
HIGH COURT OF CALCUTTA
Decided on April 12,1996

MILAN SEN Appellant
VERSUS
GUARDIAN PLASTICOTE LTD. Respondents


Referred Judgements :-

PUNT V. SYMONS AND CO. [REFERRED TO]
PIERCY V. S.MILLS AND COMPANY LTD. [REFERRED TO]
EBRAHIMI V. WESTBOURNE GALLERIES LTD. [REFERRED TO]
HOGG V. CRAMPHORN LTD. [REFERRED TO]
HARLOWE'S NOMINEES (P.) LTD. V. WOODSIDE (LAKES ENTRANCE) OIL CO. NO LIABILITY [REFERRED TO]
TECK CORPORATION LTD. V. MILLAR [REFERRED TO]
CLEMENS V. CLEMENS BROS. LTD. [REFERRED TO]
HOWARD SMITH LTD. V. AMPOL PETROLEUM LTD. [REFERRED TO]
NEEDLE INDUSTRIES INDIA LIMITED VS. NEEDLE INDUSTRIES NEWEY INDIA HOLDING LIMITED [REFERRED TO]



Cited Judgements :-

SUPRIYA DAS AND ORS VS. SOVA TEA COMPANY PRIVATE LIMITED AND ORS [LAWS(NCLT)-2017-7-478] [REFERRED TO]


JUDGEMENT

Baboo Lall Jain,J. - (1.)The petitioners instituted this suit, inter alia, for the following reliefs :
"(a) Declaration that resolution to issue new shares in defendant No. 1 passed in the meeting of the board of directors of defendant No. f on December 30, 1992, and all acts in pursuance thereof are illegal, null and void. (b) Declaration that the letter of offer dated January 20, 1993, offering issuance of 68,000 equity shares of defendant No. 1 and all steps taken thereunder are illegal, null and void, (c) Perpetual injunction be issued restraining the defendants from giving any effect or further effect to the purported board resolution dated December 30, 1992, for issue of 68,000 equity shares of defendant No. 1 and from giving or issuing the said 68,000 equity shares or any new shares of defendant No. 1. (d) Decree directing delivery up of all the letters of offer issued by defendant No. 1 relating to issue of 68,000 equity shares so that the same may be adjudged void and be cancelled. (e) Injunction be issued restraining the defendants from taking any step or accepting any money or issuing any new share, in pursuance of the said letter of offer or giving any effect thereto in any manner whatsoever. (f) Declaration that the 22,120 equity shares of defendant No. 1, are standing in the name of Dilip Sen, and have been wrongfully recorded in the name of defendant No. 3 and decree directing ratification of the share register of defendant No. 1 by deleting the name of defendant No. 3 and by substituting the name of Dilip Sen for defendant No. 3 in respect of the said 22,120 equity shares in the register of members of defendant No. 1. (g) Perpetual injunction restraining defendant No. 3 from exercising any right in respect of or on the strength of the said 22,120 equity shares as purported transferee of Dilip Sen or as holder thereof. (h) Decree directing defendant No. 3 to deliver up the said share certificates relating to the said 22,120 equity shares to defendant No. 1. (i) Permanent injunction restraining defendant No. 3 from exercising any right to take new shares on the basis of the said purported letter of offer in respect of the said 22,120 equity shares of defendant No. 1. (j) Permanent injunction restraining defendants Nos, 2 and 3 by their servants, agents, and/or assigns from interfering or meddling in any way with the affairs and functioning of defendant No. 1 and from representing or holding themselves out in any manner as persons entitled, empowered or authorised to act for or on behalf of defendant No. 1 including operating bank account, collecting monies or otherwise. (k) Decree for Rs. 18,00,000 as will appear from paragraph 48 and/ or alternatively decree directing defendant No. 3 to render true, faithful and proper accounts of their dealings and transactions with the assets, properties and monies of defendant No. 1 and decree for such sum as may be found due and payable after taking of such accounts. (l) Enquiry into dealings and transactions mentioned in paragraph 48 and a decree for such sum as may be found due upon such enquiry."

(2.)After the institution of the suit an application was moved before this court on March 4, 1993, inter alia, for the following orders :
"(a) A special officer be appointed to take possession of the books of account, assets and records of respondent No. 1 for the purpose of initialling and making inventory thereof. (b) A special officer be appointed to take charge of the management of respondent No. 1 and its business by superseding and/or suspending the board of directors. (c) Injunction be issued restraining the respondents from giving any effect or further effect to the purported board resolution dated December 30, 1992, for issue of 68,000 equity shares of defendant No. 1 and from giving or issuing the said 68,000 equity shares or any new shares of defendant No. 1 ; (d) Injunction be issued restraining the defendants from taking any step or accepting any money or issuing any new shares, in pursuance of the said letter of offer or giving any effect thereto in any manner whatsoever. (e) Injunction restraining defendant No. 3 from exercising any right in respect of or on the strength of the said 20,120 equity shares as purported transferee of Dilip Sen or as holder thereof. (f) Injunction restraining defendant No. 3 from exercising any right to take new shares on the basis of the said purported letter of offer in respect of the said 22,120 equity shares of defendant No. 1. (g) Injunction restraining defendants Nos. 2 and 3 by their servants, agents and/or assigns from interfering or meddling in any way with the affairs and functioning of defendant No. 1 and from representing or holding themselves out in any manner as persons entitled, empowered or authorised to act for or on behalf of defendant No. 1 including operating bank account, collecting monies or otherwise. (h) Ad interim order in terms of prayers above."

(3.)The case of the petitioners is that in a bid to oust and keep the petitioners from the management and control of defendant No. 1 and to reduce the petitioners into an insignificant minority the respondents in collusion with each other passed a mala fide board resolution dated December 30, 1992, and sought to issue 68,000 equity shares in respondent No. 1.
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