Manorama Kumari, Member - (1.) The petitioner has filed this instant company petition by invoking the provisions contained in section 397, 398, 402, 403 and 406 of the companies Act 1956 (hereinafter referred to as 'the Act' in short) with the prayer for various relief as reflected at page No. 33 of the petition from clause No. 8(a) to 8(s). The Respondent No. 1 is the company running in the name and style of Project Electrical Industries (India)Private limited, (hereinafter referred to as 'said company') the registered office of the company is situated at 109, Agarwal Garden Road, Behala, Kolkata-700034. The said company at all material time was and still is dealing in the business of manufacturing buying selling and dealing in High Voltage Isolator (A.B switches) Control panel. Terminal Power Connectors, distribution board, knife switches Motor Control Centres etc. The authorised share capital of the Company is Rs. 2,00,000/- (Rupees Two lacs only) divided into 2000 shares of Rs. 100/- each. Subsequently, as on 31-03-2010, the authorised share capital of the said company has been increased to Rs. 5,00,000/- (Rupees Five lacs only) as on 31-03-2010 and the holding of shares by the petitioner is 1000 shares of Rs. 100/- each. The petitioner was the Promoter Director of the respondent no 1, Company and the Respondent No. 2, 3 and 4 are directors and shareholders of the respondent company and on or before 15.12.2010 shareholding of the respondent No. 2, 3 and 4 was 1000 shares of Rs. 100 each. The case of the petitioner, as pleaded, is that, on or about February, 2010, the petitioner suddenly fell sick with unknown ailments which compelled the petitioner to take bed rest as advised by the physician, (the petitioner has not filed any medical documents in support thereof). After 8 months, on partial recovery from his ailment, the petitioner joined duties on 25.10.10 but the petitioner did not work there properly due to abnormal behaviours of the R-2, R-3 and R-4, as alleged. The petitioner also wrote letter dated 11.01.2011 complaining such to R-2, R-3 and R-4 but even after receiving the said letter the R-2, R-3 and R-4 not replied as alleged.
(2.) The petitioner further averred that during course of business of the company and for better management of the company, the petitioner purchased a land along with (i) Deb Prasad Mitra (ii) Shri Provapodar Sarkar (R-2) (iii) Shri Sanjay Banerjee (R-4) but has not mentioned on which date the land was purchased nor any title deed is enclosed in support of his contention, however paragraph (vii) at page no 19 indicates about the 'Title deed' as Annexure-3 but on perusal it is found that Annexure 3 is the "Article of Association" of the company at page 60.
(3.) Admittedly, when the petitioner was unable to attend the day-to-day affairs of the Respondent-1 Company and could not attend the meeting then R-2 to R4 and 5 sent letter on 09.09.2010 and on 29.09.2010 bearing Reference No 03-PEI/L-379/10 and 03-PEI/L-405/10(marked as annexure-'A-4' at page 67 and 68) respectively to the petitioner at 125/C Becharam Chatterjee Road, Kolkata-700034 asking about physical condition of the petitioner, but there is no whisper of any reply by the petitioner to Respondent(s). Petitioner further alleged that because of his ill health the respondent has managed to have complete control over the company and as affairs of the company was not conducive to the interest of the company and the Respondent(s) 2, 3, 4 acting in the manner prejudicial to the real interest of the company and was denied to operate the Bank account, as such wrote letter to bank of Baroda 293/2 Diamond Harbour Road, Behala Bench on 11-01-2011 apprising the irregularities of the companies and also requested to change the mode of operation.;