- (1.) This is an application for amendment of a petition filed in respect of an application made under Sections 397, 398 and 403 of the Indian Companies Act, 1956. In the original petition under the said sections of the Companies Act, eleven persons were described as Petitioners and the petition was on the footing that they were the members or shareholders of a company-known as West Bengal Iron and Steel Scrap Dealers' Association having its registered office at 66 Bentinck Street, Calcutta. The said petition was signed by three persons-Ranajit Roy Chowdhury, Amarendra Nath Banerjee and Amulyadhan Dutta- amongst others who were the Petitioners in the said application. But these three Petitioners, Ranajit, Amarendra and Amulya, did not describe themselves as partners of the respective firms to which they belonged and which firms were in fact shareholders in the company West Bengal Iron and Steel Scrap Dealers' Association. It is alleged that Ranajit Roy Chowdhury is a partner in the firm of Messrs. Roy Chowdhury and Co., the said Amarendra Nath Banerjee is one of the partners in a firm known as Messrs. Scrap Shop, and the said Amulyadhan Dutta is a partner of a firm known as Messrs. Chakravarty and Co., and although these firms are in fact the members of the company and the names of these firms are entered in the register of shareholders as members of the company, these three persons-Ranajit, Amulya and Amarendra-signed the petition in their individual capacity and not on behalf of the firm nor did they describe themselves as partners of the said firms. It is further alleged that in para. 53 of the original petition the words "in writing" after the word "consent" have been omitted by mistake and, accordingly, necessary correction should be made in the said paragraph by adding the words "in '"writing" after the word "consent". A further amendment is asked for introducing the names of four parties as Petitioners Nos. 12, 13, 14 and 15 and the names of these four parties are Subodh Chandra Das, Ghose Iron and Steel Dealers, Basu Chowdhury and Co. and Sunirmal Chandra Das. The consent of Subodh Chandra Das, Ghose Iron and Steel Dealers and Sunirmal Chandra Das is evidenced by certain annexures to this petition for amendment but it does not appear that Basu Chowdhury and Co. had at any time consented to join this application under Section 397 as a Petitioner or as a Respondent. In the absence of such consent, the question of addition of Basu Chowdhury and Co. as Petitioner No. 14 cannot arise. So the application, so far as it relates to the addition of Basu Chowdhury and Co. as Petitioner No. 14 need not be considered any further.
(2.) It is stated in the petition for amendment that the omissions which are referred to in the petition and which are sought to be rectified by this application for amendment was due to bona fide mistake and such mistakes really crept in because of the hurry with which this application had to be made during the Long Vacation.
(3.) In the affidavit in opposition which has been filed on behalf of the company it is alleged that two of the Petitioners, namely, Sachindra Narayan Mitra and Angshumala Mukherjee had transferred the shares which they were holding in this company in favour of one Sisir Kumar Roy Chowdhury and Dilip Kumar Ghose respectively and so these Petitioners are no longer members of the Association and cannot therefore figure as Petitioners in this application. This fact of transfer has been disputed in the affidavit in reply affirmed by one Bisseswar Mukherjee on 21st January, 1958, in para. 4(c) of the affidavit and it does not appear from the affidavit in opposition that these alleged transfers have been registered in the books of the company;;