Manorama Kumari, Member - (1.) The Boston Finance Private Limited, the Respondent No. 1, Company(hereinafter referred to as the Company) was incorporated on 28-12-1995 under the provisions of the Companies Act, 1956 having its registered Office at 81/, William Jones Sarani, Kolkata - 700 016. The petitioner holds 63.29% i.e. 40,000 shares and the respondent(s) hold 36.71% i.e. 23,23,200 of and in the Company. The total issued, subscribed and paid up share capital of the Company is RS. 6,32,000/- comprising of 63,200 equity shares of Rs. 10/- each. There is no dispute with regard to the share holding pattern. Of late, the Company has no business except the rental income generated from one flat situated at 180, Block-G, New Alipore, Kolkata - 700 053.
(2.) The petitioner alleged that on enquiry he found that the Respondent No. 2 and 3 has taken various illegal steps in respect of the Company to prejudice the petitioner. Then he started making search in the MCA Portal of the Company. On enquiry he came to know that there was illegalities in the company from the year 2011 and on inspection he found that the Annual Return and Balance sheet were signed by the Respondent No. 3 as a Director, whose appointment as Director is illegal. He further alleged that there was no Board meeting held for convening the AGM for the year ended 31-03-2012 and no AGM could be held without the Board meeting as for any Board meeting, the petitioner has not received any notice. The petitioner further alleged that no notice with regard to the AGM have ever been received by the petitioner or the Respondent No. 4(wife of petitioner No. 1). As such, there cannot be any AGM for the year' ended 31-03-2012. The Annual Return filed by the Company shows that the AGM was held on 30-09-2013 and in the said meeting all resolutions were passed. Hence, those are illegal, null and void. As there was no authorisation from the Board to file any such document in the MCA Portal. Similarly, as alleged by the petitioner, there was no AGM for 2012-2013 which has been shown to have held on 30-09-2013 which is again illegal, null and void since no notice was received by the Petitioner No. 1 and the Respondent No. 4 (wife of Petitioner No. 1) and accordingly, no Form 32 is filed and the appointment of Respondent No. 3 on the Board is also illegal. In view of the above, the AGM dated 31-03-2012, 31-03-2013, held on 29-09-2012 and 30-09-2013 respectively as reflected in para 9 of page 12 are illegal null and void.
(3.) The main allegations, in brief, against the respondent(s) by the petitioners are : "(i) That the Respondent No. 3 has been wrongly appointed as Director of the Respondent No. 1, Company on 29-08-2013 without having the quorum. (ii) The Company has wrongly let out 1670 sq.ft. flat situated at 180, Block G, New Alipore which was purchased for the use of the petitioners for residential purpose. (iii) Other allegations levelled against the respondent(s) regarding irregularity and illegality committed by the Respondent(s) such as :- i) Balance sheet of 2011-2012 was signed by the Respondent No. 3; ii) Form 32 signed 'by the Respondent No. 3 without being the Director of the Company. The petitioner submitted that the Respondent(s) is the owner of an immovable property situated at 180, Block-G, New Alipore, Kolkata - 700053. This immovable property was purchased in the year 1995. The petitioner alleged that the said property was purchased for the purpose of petitioner's residence at that juncture and after 1996, the flat was used as petitioner's residence whenever the petitioner would be at Kolkata. The petitioner further submitted that he is dividing his time between Chennai and Kolkata in view of the work, the petitioner had with Alpha Overseas International Pvt. Ltd. The petitioner further submitted that as he found it difficult to live alone in Kolkata and his family is based in Chennai, as such, whenever he come to Kolkata he used to stay with his wife's brother at Camac Street, Kolkata which was closed to the Office. He further submitted that the petitioner's furniture and belongings were there at the flat and he further alleged that the same has been stolen by the Respondent No. 2 and 3. The petitioner further alleged that some time on 15-06-2014, when he went to the flat he found the same is in occupation of the third parties allegedly on tenancy which made him surprise as the flat was made for the use of petitioner's occupation, whenever he would visit at Kolkata. He further alleged that the premises is let out and was not under the possession of the Company. As such, the said tenancy is illegal, null and void.;