- (1.) MRS. Padma Taparia, w/o. Nand Kishore Taparia of Calcutta, has filed this petition on December 8, 1993, under Sections 247 and 250 of the Companies Act, 1956 (hereinafter called "the Act"). The petition relates to the affairs of Assam Brook Ltd., Calcutta (hereinafter called "the company"), in which the petitioner is a shareholder holding 200 equity shares of Rs. 10 each in the issued capital of 19,27,207 equity shares. The prayers in the petition are as follows ; (a) An order for investigation under Section 247 to find out the relevant facts about the shares recorded in the names of respondents Nos., 1 to 17. (b) An order under Section 250(2) of the Act to restrain the transfer of the shares of the respondents and exercising voting rights in respect of such shares and for further restraint on issue of rights shares to these respondents. (c) An order under Section 250(3) of the Act restraining exercising of voting rights for a period of three years and further declaring as void any transfer of shares by the respondents.
(2.) The petitioner has further prayed for interim orders for restraining the company from issuing the rights equity shares to respondents Nos. 1 to 17. The petitioner has also prayed for interim orders under Section 250(2) of the Companies Act, 1956. The brief facts of this case as stated in the petition are : The company issued a notice for an extraordinary general meeting on January 6,1992, for increasing the authorised capital from Rs. 2.8 crores to Rs. 8.5 crores and for considering and approving the rights offer of convertible/non-convertible debentures of Rs. 15 crores. The company had decided to raise funds for the purpose of long-term working capital, development of the estates and meeting the purchase consideration of four tea estates in Kerala acquired by the company. A series of litigations and actions by and on behalf of various respondents herein ensued thereafter : (a) The first was a suit by respondent No. 6 in the Calcutta High Court with regard to the notice of the meeting and an injunction was obtained/This order was later vacated at the instance of the company and respondent No. 6 preferred an appeal against the vacation of the order. (b) Respondents Nos. 8, 14, 15, 16 and 17 obtained interim orders from the Company Law Board, Eastern Bench, for rectification of the share register of the company on the plea that they are transferees of certain shares but the interim orders when contested were vacated. The extraordinary general meeting was held as per schedule on January 6, 1992, and resolution passed with overwhelming majority. (c) Consequent to the abolition of the office of the Controller of Capital Issues, in June, 1992, the company issued another notice of an extraordinary general meeting for considering the rights offer. Such extraordinary general meeting became necessary as the approval of the Securities and Exchange Board of India (SEBI) was required for the issue and a fresh mandate was sought from the members of the company. Before the extraordinary general meeting, respondent No. 6 again obtained an order from the Division Bench of the Calcutta High Court restraining the implementation of the resolutions if passed. Subsequently, the appeal of respondent No. 6 before the Division Bench was dismissed by that Bench. (d) Two days before the extraordinary general meeting, respondent No. 19 unsuccessfully attempted to restrain the extraordinary general meeting through the Company Law Board, Principal Bench, New Delhi, in certain other proceedings. Just a day before the extraordinary general meeting, respondent No. 19 obtained an ex parte order from the Calcutta High Court stating that no effect should be given to the resolutions, if passed. Subsequently, however, the order was vacated by the Calcutta High Court. (e) Around the same time respondent No. 15 instituted a suit in the court of the district judge at Alipur and unsuccessfully attempted to restrain the extraordinary general meeting but the refusal order was Upheld by the High Court. (f) Around the same time respondent No, 9 instituted a suit before the Calcutta High Court for asserting its voting rights in the impending extraordinary general meeting in respect, of 1 lakh equity shares but was unsuccessful in restraining the extraordinary general meeting. (g) A series of litigations followed after the issue of letter of offer and composite application form in respect of convertible debentures. Respondent No. 1 instituted a suit in the Calcutta High Court and though no substantial interim order was passed, the court did order that in the event of any renouncee applying for allotment the board shall not exercise discretion to reject such renunciation. Further, respondent No. 1 preferred an appeal against the above said order before the Division Bench and obtained an order on December 21,1992, for appointment of joint special officers to collect the money in relation to the tights issue. An adverse publicity was also caused by respondent No. 1 and dealings in the stock exchange were also affected consequently. The company, however, obtained an order of stay from the Supreme Court through a special leave petition against the appointment of joint receivers. (h) Oh December 29, 1992, respondent No. 1 again obtained an ex parte interim order from the Division Bench of the Calcutta High Court restraining the company from giving any effect to the extension of the Closure date of the letter of Offer. Respondent No. 1 also communicated the order to the company's bankers to the prejudice of the company without communicating the order to the company. (i) On December 31, one Ashok Kumar Singh claiming himself to be a public interest litigant obtained an ex parte order in a writ petition restraining the Unit Trust of India, Life Insurance, Corporation of India and the National Insurance Company from making any investment in the company's FCDs. (j) Thereafter, the company filed three special leave petitions before the Supreme Court against the orders dated December 21, 29 and 31 of the Calcutta High Court as referred to above. The Supreme Court set aside all the three orders. (k) After necessary compliances the cornpany duly extended the closure date of the rights issue up to February 8, 1993. However, on February 3, 1993, respondents Nos. 1 and 20 again obtained an ex parte interim order in a writ petition from the Calcutta High Court stating that no final invitation or allotment be issued by the company without the leave of the court. On February 8, this order was varied granting liberty to the company to make allotment in terms of the order dated December i6, 1992, of the Calcutta High Court.
(3.) IT is the contention of the petitioner that all the aforesaid legal proceedings were engineered by respondent No, 18 to destablise the management of the company and take over the same. All the legal proceedings were coincidentally initiated through the same group of lawyers. IT is the contention of the petitioner that the respondents who initiated legal proceedings are inter-connected and the petition also sets out the nature of the inter-connection through annexure "B" where the details are sat out.;