Manorama Kumari, Member - (1.) Ld. Lawyers on behalf of the petitioner is present. C.P. No. 892/2011 is disposed off. The order given separately is kept on record. The petitioner herein moved this petition on 01-12-2011 against the respondent(s) under Section 235, 397/398, 399, 402, 403 & 406 of the Companies Act, 1956 on the ground of oppression against him who is holding around 25% of the share capital of the company and also on the ground of mismanagement in the affairs of the Company. 1. The fact of the case is that the father of the petitioner, late RN Guha and one Anjan Kr. Dutta started a partnership business to manufacture and trade of elevators and escalators. Thereafter, the Respondent No. 2 and 3 joined in the partnership firm started by the father of the petitioner and Anjan Kr. Dutta. This firm was converted into private limited company on 15-05-1986 with 25% shareholding of each of these partners. Since petitioner's father requested him to continue the business, he used to assist his father in business from 1996 to 2004. In 2004, the father of the petitioner added him as a joint shareholder with regard to his 25% shareholding i.e. 1850 shares.
(2.) From 2004, the father of the petitioner, RN Guha (now deceased) was not keeping well and he died on 16-11-2007. Since the petitioner was residing outside Kolkata, he kept himself apprised of the developments of the company, for he had full faith and confidence on the remaining directors, the company remained continuing in the management of Respondent No. 2, Respondent No. 3 and Anjan Kumar Dutta. In the year 2009, Anjan Kr. Dutta also passed away.
(3.) The Respondent No. 2, Respondent No. 3 and Anjan Kr. Dutta, vide letter dated 19-12-2007, wished to sell their cumulative 75% share to OTIS without any offer to the petitioner. The Articles of Association envisages selling the same to the member(s) of the company, if at all he/she is interested. On 29-12-2007, the petitioner made it clear to the Board of Directors that he was not willing to sell his shares to any other party(A 4 - Page 89 of the petition). On 11-03-2008, the petitioner also made it clear that he was interested to purchase the shareholding of the remaining members of the company at a fair value in the manner prescribed in the Articles of Association (A 6, Page-20 of the petition).;