SH SUROJIT SANYAL Vs. W C SHAW PVT LTD

JUDGEMENT

(1.) IN this order I am considering Company Petition No. 57 of 2001 filed by Sh. Surojit Sanyal under Sections 397 and 398 of the Companies Act, 1956 (hereinafter referred to as the "Act") against M/s W. C Shaw Pvt. Ltd. and Ors. alleging illegal increase in share capital from Rs. 40,000 to Rs. 1 lakh divided into 1000 equity shares of Rs. 100/- each; misappropriation of funds and induction of strangers in the management of this family business depriving the daughters of Late Amarendra Nath Saha of their rights as shareholders.

(2.) The undisputed facts of the case are M/s W.C. Shaw Ltd. was incorporated on 23rd February 1942 having its registered office at Hutton Road, Hawkers Market, Asansol, District Burdwan. The share capital of company was Rs. 40,000 divided into 400 shares of Rs. 100/- each. Initial paid up capital of the company was Rs. 1,20,000 divided into 120 equity shares of Rs. 100/- each. The main objects of the company are to carry on business of importing, exporting, buying selling and otherwise dealing in wine, alcohols, spirits, liquors and all sorts of drinks and beverages. The respondent company was incorporated with the object of taking over the proprietorship wine business of one Amarendra Nath Shaw with all existing assets and liabilities. Mr. Amaraendra Nath Shaw, his wife Smt. Labanyalata Shaw and their son Sri Samir Kumar Shaw were the promoters of the company and Amarendra Nath Shaw and Labanya Lata Shaw were the first directors of the Company.

(3.) IT was contended that the increase of shares capital and induction of said Mandal Group in the Company was made by complete violation of the provisions as laid down in the Articles of Association of the Company. Induction of strangers in the family business was made by depriving the daughters of said Late Amarendra Nath Saha i.e. (A) Krishna Mandal (nee saha) (B) Smt. Rina Sanayal (nee Saha). When the strong objections were made on behalf of the daughters on or about 4.9.85 the Mandal Group decided to transfer 155 shares from their holdings from one Bivekananda Mandal in the name of the P-2 and P-3, who are the husbands of said (a) Krishna Mandal ( nee Saha) and (b) Smt. Rina Sanyal (nee Saha) respectively. After obtaining control of the Company, the Mandal Group took entire control of the business and started misappropriating the fund of the Company without furnishing the actual accounts of the Company. The R-5 to 7 inspite of the members of the Saha Groups unfortunately joined hand with the members of the Mandal Groups and did not take care for calling the Annual General Meeting, and /or preparing the Annual Accounts of the Company from the year 1986 to 1990.