Manorama Kumari, Member - (1.) The petitioners have filed their Company petition by invoking the provisions contained in Section 111, 235, 398, 397, 402, 403, 406 and 407 of the Companies Act, 1956 (hereinafter referred to as the "the Act" in short) seeking directions to the effect that the petitioners are lawful owner of 35875 shares of Rs. 10/- each in the respondent No. 1, Company.
(2.) It is further prayed that an order be passed thereby directing the respondents to rectify the register of members of the Company incorporating the name of the petitioner as shareholder. The petitioner has also alleged certain acts of oppression and mismanagement against the respondent(s) and has sought various reliefs. On perusal of the record it is found that the petitioner No. 7, Gangadhar Ghose sworn an affidavit for self only and petitioner No. 4 Alok Ranjan Routh Roy sworn affidavit on behalf of petitioners (as reflected) as constituted attorney of the petitioners. But no power of attorney is enclosed nor any registration number is reflected so as to show when the power of attorney is registered. The petitioner No. 1 to 5 are subscribers to the Memorandum of Association of the Company and were inducted in the Board of the Company on and from 2003. The petitioner No. 6 became the member of the company on 2nd July, 2004 and was also appointed Director. The petitioners are all shareholders of and in the company and together hold 35,875 equity share of Rs. 10/- each in the company. The petitioners in the pleading submitted that the Respondent No. 3, 4, 5 and 6 are wrongfully and illegally claiming to be the holder of 5000 equity shares each of petitioner Nos. 2, 3, 4 and 5 respectively as per paragraph No. 3(C) to 3(f). It is also averred that the Respondent No. 2 is wrongfully and illegally claiming to be the holder of 11,000 equity shares of the Company on the basis of alleged purchase as follows: 125 equity shares each from the petitioner Nos. 3, 4 and 5 250 equity shares from the petitioner No. 2 125 equity shares from the petitioner No. 7 5125 equity shares from the petitioner No. 6 Whereas the none of the petitioner Nos. 2, 3, 4, 5, 6 and 7 have transferred a single share whatsoever to the Respondent No. 2. It is pertinent to mention herein that the Company business is to carry out agricultural business. The respondent appeared and filed their reply. The respondent have also challenged the maintainability of the petition and sought for its dismissal, inter alia, on the ground of locus standi and limitation/delay and latches as the petitioners have no share in the Company and have also resigned on 28-03-2007.
(3.) On merits, the respondents have denied the allegations relating to any acts of oppression and mismanagement purportedly committed by them towards the petitioners as alleged in the petition.;