Manorama Kumari, Member - (1.) The Company Petition No. 423/2010 has been filed u/s. 397, 398, 399, 402, 403, 406 and 409 of the Companies Act, 1956 by the petitioner(s) alleging for oppression and mismanagement of the affairs of the company namely Dr. J.R. Banik & Co. & Ors. by the respondents. Heard the argument advanced by both the sides at length. The brief facts leading to the filing of the above case are as follows : The company was incorporated by the petitioners on 5th October, 1978 for the purpose of running a nursing home/hospital and the petitioners had established "Salt Lake Medical Centre" after obtaining land from the Govt., of West Bengal in Sector-I, Salt Lake City, Kolkata. In order to modernize the company, a lot of fund was required to be managed for the aforesaid purpose. Therefore, petitioners as well as the respondent Nos. 2 and 3 entered into a Memorandum of Understanding on 12.05.2006 which was culminated into an Agreement on 05.11.2006 between the petitioners on the one hand and respondent Nos. 2 and 3 on the other hand in pursuance of the minutes dated 03.11.2006 of the meeting of the Board of Directors of the company.
(2.) As per the terms of the Agreement, the petitioner Nos. 1 and 2 transferred 51,000 (51%) fully paid up equity shares of the company in favour of respondent Nos. 2 and 3 for total consideration amount of Rs. 2.04 crore. It further provides that initially there will be 4 Directors and out of them 2 Directors were to be nominated from the petitioners 'group and 2 Directors from the respondents' group vis-a-vis responsibility for the day to day running of operation of business of the company would be vested to the respondents' group. The said agreement also provides that the Chairman would be nominated by the petitioners' group and the Managing Director from respondents' group. Accordingly, resolution adopted in the Board Meeting on 05.11.2006 and respondent Nos. 2 and 3 were appointed as Additional Director of the Company.
(3.) Dispute and differences cropped up in the year 2007 between the petitioners and respondents with regard to the affairs of the Company. (a) Resultantly, petitioners' group convened and held Annual General Meeting on 12th September, 2007 and passed a resolution to the effect that respondent No. 2 and 3 ceased to be the Additional Director of the said Company in which respondent Nos. 2 and 3 did not participate. (b) On the other hand, respondent's group also convened and held Extraordinary General Meeting on 22nd April, 2008 and passed a resolution for termination of petitioner No. 1 and 2 as Directors of the Company and appointed Respondent No. 4 and 5 as Directors and confirming respondent No. 2 and 3 as Directors who were previously appointed as Additional Directors of the Company. Consequently, the respondent filed return in Form No. 32 regarding the appointment of Respondent Nos. 2, 3, 4 and 5 as Directors and removal of the petitioner No. 1 and 2 as Directors before the Registrar of the Company, West Bengal which is allegedly violation of terms of Agreement dated 05.11.2006 as per petitioner. However, the dispute between the parties were clustered around the issues regarding legality and validity of the Annual General Meeting held on 12th September, 2007 and/or Extraordinary General Meeting held on 22nd April, 2008.;