S.J. Mukhopadhaya, J. - (1.) This appeal under Section 10-F of the Companies Act 1956 has been preferred by appellant Devendra Kumar Budhia against the judgment and order dated 3rd September, 1999 passed by the Company Law Board, Calcutta (CLB for short), under Section 186 of the Companies Act. 1956 in Company Application No 16(186)/ERB/99. communicated vide letter dated 30th September. 1999
(2.) The 2nd respondent, Dr Han Krishan Budhia was the applicant, who filed a petition under Section 186 of the Companies Act 1956 seeking directions against 1st respond ent, M/s Bihar Foundry & Castings Limited (hereinafter referred to as "the Company') to convene an extra ordinary General Meeting for the purpose of proposed resolution dated 12th March 1999 Other consequential directions such as appointment of a chairman for the purpose of holding and conducting meeting was also sought for
(3.) The case of the applicant (2nd respondent) before CLB was that the Company was incorporated on 11th November. 1971 and registered with the Registrar of Companies, Bihar, having authorised capital of Rs 50.00,000/- divided into 5.00,000 equity shares of Rs 10/- each It issued subscribed and paid-up Capital of the Company was Rs 45,00,000/- divided into 4,50.000 equity shares of Rs 10/ each It is engaged in the business of manufacturing steel, ingots and M/s Rounds Ferro-alloys and the Directors of the Company are Dr Han Knshan Budhia (2ndrespondent), Smt Aruna Budhia (3rd respondent), Shri Sanwarmal Lath (4th respondent) and Shri Devendra Kumar Budhia (appellant herein) After incorporation, the company was filing its balance-sheet and profit & loss account regularly with the Registrar of Companies. Bihar The applicant (2nd respondent) was Director of the Company since 1971 The other respondents herein are jointly registered holders and absolute owners of 2,44.350 fully paid-up equity shares of the Company which represents 54 30% of the issues, subscribed and paid up capital of the Company The applicant (2nd respondent) also claimed to have purchase 72,550 equity shares of the Company from the appellant, Devendra Kumar Budhra and his family members, namely S/ Shri R P Budhia, Hemendra Kumar Budhia, Smt Bhagirathi Devi Budhia and Smt Bela Budhia by paying the entire consideration of Rs 7,25,500/- and he became the full and absolute beneficiary of 72,550 equity shares of appellant, Devendra Kumar Budhia and his family members Further case of the applicant (2nd respondent) was that in spite of the fact that the appellant, Devendra Kumar Budhia sold his and his family mumbers shares, he continued to be a Director of the Company and started acting wrongfully and illegally to the prejudice and detriment of the Company. While on the one hand he failed or neglected to handover the share certificates and to execute the transfer deeds in respect of 72,550 equity shares in favour of applicant (2nd respondent), started making and publishing false statements with regard to the applicant (2nd respondent) and other Directors of the Company and its management to various authorities including the bankers of the Company with mala fide intention and object of injuring the Company and its business as also the Directors of the Company The applicant (2nd respondent) served upon the Company a requisition under Section 169 of the Act on 12th March, 1999 to pass a resolution for removal of appellant, Devendra Kumar Budhia from the Directorship of the Company with immediate effect Notice was served by Company on the appellant, Devendra Kumar Budhia and other Directors for a meeting proposed to be held on 20th March, 1999. At the meeting of the Board of Directors held on 20th March, 1999, the appellant, Devendra Kumar Budhia represented and asked the Board of Driectors of the Company not to hold extra ordinary general meeting but when the Board of Directors of the Company proceeded to hold such extra-ordinary meeting, the appellant, Devendra Kumar Budhia proposed to adjourn the meeting at least for 15 days and asked to hand over the Minutes Book of the Board. Further case of the applicant (2nd respondent) before the C L B was that the appellant, Devendra Kumar Budhia threatened to disturb the extra-ordinary general meeting, if necessary, with the help of outsiders by using physical force and threatened to physically prevent the members of the Company from voting at such extra-ordinary general meeting The facts were recorded in the minutes of the meeting of the Board of Directors held on 20th March. 1999 but the appellant, Devendra Kumar Budhia refused to sign the minutes It was alleged by applicant (2nd respondent) that because of such threat of appellant, Devendra Kumar Budhia, no subsequent date of meeting was fixed, nor held;