AMRITA MEDIA P. LTD. Vs. AMRITA BAZAR PATRIKA P. LTD.

JUDGEMENT

(1.) THE above stated petition has been filed under section 186 of the Companies Act, 1956, seeking directions for convening a general meeting of the shareholders of the company to consider the agenda filed as annexure Q to the petition or such agenda as this Board may deem fit and proper and further give all the necessary and consequential directions for the purpose of holding and conducting such general meeting. It is further prayed that a fit and proper person may be appointed to preside over the general meeting as chairman who may also be provided with adequate police protection to convene and conduct such meeting in a peaceful manner. Shorn of unnecessary details, the relevant facts leading to filing the present petition are that according to the petitioners, they are 75 per cent. shareholders of the issued, subscribed and paid -up share capital of the company. It is stated that in an extraordinary general meeting held on November 3, 2006, the members of the company, inter alia, passed certain resolutions, the reproduction of which seems necessary for the purpose of adjudication of the present petition. The resolutions are as follows :

(2.) IT is observed that on the basis of such resolutions, the company had called upon such removed directors to, inter alia, hand over all the documents of the company in their possession immediately to the company and not do any act or deeds for and on behalf of the company or in its name.

(3.) IT further appears that the petitioners' group also filed a civil suit for injunction in the hon'ble High Court at Calcutta, which was registered as Civil Suit No. 302 of 2006, for decree declaring plaintiff No. 1 is entitled to be represented in the present board of directors; perpetual injunction restraining the defendants and each one of them from in any manner representing/acting/holding out themselves to be the directors of plaintiff No. 1 company; perpetual injunction restraining the defendants and each one of them earlier by themselves or through their respective servants, agents and/or assigns from in any way dealing with, transferring, alienating and/or encumbering any of the properties belonging to plaintiff No. 1 including the premises No. 41A, Acharya Jagadish Chandra Bose Road, Kolkata -700 017; and mandatory injunction commanding the defendants and each one of them to forthwith hand over the present board of directors along with all the records including the statutory records and other documents, bank statements, cheque books, bank accounts and the common seal of the company and/or any other documents or assets of the company lying with them. This suit is pending for disposal.