SISHU RANJAN DUTTA Vs. BHOLA NATH PAPER HOUSE LTD.

JUDGEMENT

(1.) THIS is an application under Sections 397, 398, etc., of the Companies Act, 1956, for the appointment of a Special Officer and/or Administrator and for an order or direction to be given for regulation of the conduct of the affairs of the respondent -company in future and if necessary an appropriate scheme of management to be framed by this court and also for a declaration that respondent No. 2, Bishnu Pada Dutta, respondent No. 3, Krishna Pada Dutta, respondent No. 6, Sunder Lal Dutta, and respondent No. 7,Madhu Sudhan Dutta, are not entitled to act as managing directors of the respondent -company and for various other incidental declarations and orders.

(2.) THE company is really a family concern of the Duttas, who are divided into two groups each group holding 50% shares in the company as would appear from para. 14 of the petition. The genealogical table of the family to which the Duttas belong is set out in para. 9 of the petition from which it appears that one Sri Bhola Nath Dutta, who had four sons and the present Dutta petitioners and respondents, are the descendants of the third and fourth sons of Sri Bhola Nath Dutta, being Sri Bireswar Dutta and Sri Bibhuti Bhusan Dutta both since deceased. The petitioners' group really constituted of the descendants of Sri Bireswar Dutta along with petitioner No. 2, a private limited company in the name of Bireswar Dutta Estate Pvt. Ltd., and they together hold half share in the capital of the respondent -company being Sri Bhola Nath Paper House Limited and the sons of Sri Bibhuti Bhusan Dutta, being respondents Nos. 2 to 5, hold the other half shares in the capital of the respondent -company.

(3.) REGARDING the question that both the groups cannot carry on the business and affairs of the company together any longer is beyond any doubt and in fact admitted by both the parties. It also appears that the business has been bifurcated and the two groups are controlling and in charge of the business, one the head office and the Old China Bazar shop room and godown and the other the Mahatma Gandhi Road branch office and other shop room and godown. It is also admitted that there is a guarantee by petitioner No. 2 for the loan granted to the respondent -company, and the banker of the company, United Industrial Bank Limited, has called upon the company to pay or liquidate the overdraft amount in the cash credit account. Therefore, there is some jeopardy so far as the guarantor, which is petitioner No. 2 company of which petitioner No. 1 and respondent No. 6 are the directors. It also appears that petitioner No. 2 is the landlord in respect of the premises No. 32A, Brabourne Road, Calcutta, and it has already filed an ejectment suit against the defendant -company which is still pending. In this state of affairs the best course, to which also the petitioner group and the respondent group agreed, that the business and assets of the respondent -company may be divided equitably so as to make it viable units and the confrontation and conflicts between the two groups will come to an end, and for that purpose both Mr. S.B. Mukherjee, appearing for the petitioners' group, being -group 'A', and Mr. P.C. Sen, appearing for the respondents' group, being group 'B', have suggested certain divisions which after careful consideration appears to the to be very reasonable and the differences seem to be not unsurmountable. Therefore, on a careful consideration of the facts of this case and the submissions on behalf of both the parties, I am of the view that the only solution and remedy available in this application is to divide the business and its assets including shop rooms, godowns, tenancy rights, etc., among the said two groups in a manner so that the company may carry on business without further difficulty.