Vijai Pratap Singh, Member - (1.) This Company Petition No. 399/2012 has been filed by the petitioners under section 397 and 398 of the Companies Act, 1956 in accordance with section 399 of the Act (hereinafter will be referred to as the Act) regarding oppression and mismanagement against the Respondents.
(2.) Brief facts of the case are that the Company, which is the Respondent No. 1, is T.D. Kumer and Bros. Ltd., which was incorporated on 13th August, 1923 under the provisions of the Indian Companies Act VIII of 1913 as a private company limited by shares, and was converted to public company under Section 44 of the Companies Act, 1956 pursuant to a special resolution passed on 26th of October, 1990. The authorised share capital of the company is Rs. 65,00,000/- divided into 65,000 equity shares of Rs. 100 each. The issued, subscribed and paid up share capital of the company is Rs. 58,43,300 divided into 58,433 equity shares of Rs. 100/- each. Among other things the Company carries on business of trading in iron and steel.
(3.) The Petitioner herein is allegedly entitled to 6774 equity shares equal to 11.6% of the paid up share capital of the Company by virtue of being the daughter and successor-in-interest of Late N.C. Ghosh (NCG) who was the promoter and owner of the Company, and was also in effective control of the Company from the year 1954 till his death in the year 2007. NCG was allegedly the sole holder of 16,462 equity shares in the Company and was the joint holder of 12,138 and 9134 equity shares with his son M.K. Ghosh (MKG). The Petitioner contended that after the death of NCG, who allegedly died intestate, on 25th August, 2007 leaving behind four children, the Petitioner being one of the daughters of NCG has come to acquire interest over his property by virtue of succession. The Petitioner therefore contends that she is entitled to 1/4th of the shares NCG held all by himself and also entitled to 1/4th of 1/2 of the shares that NCG held jointly with MKG, which brings the contended shareholding of the Petitioner to 6774 equity shares, amounting to 11.6% of the paid-up capital of the Company. The Petitioner contends that the Respondent Nos. 23 and 4, each is entitled to 5804 equity shares collectively equivalent to 30% of the paid up capital in the Company. R2 is the wife and successor-in-interest of MKG and R3 and R4 are the daughters and successors-in-interest of MKG. MKG being the son of NKG was a director of the Company from 2nd March 1983 until his demise on 24th September, 2008, and also held 21272 shares in the Company jointly with MKG and was entitled to 4115 equity shares through NCG's shareholding in the Company. According to the Petitioner R2, R3 and R4 are each entitled to 1/3rd of 1/4th of 1/2 and 1/3rd of 1/2 of the said 21272 shares and 1/3rd of 1/4th of the said 4115 equity shares of Rs. 100 each in the Company. The R2, R3 and R4 each are allegedly entitled to 5803 equity shares and R2 and R3 are allegedly wrongfully contending to be the directors of the Company. R5 is the husband of R3 and is also allegedly being wrongfully shown as a director of the Company. R6 holds 59 equity shares in the Company and has been a director of the Company from 27th September, 1999 till 29th January, 2010.;