S K BHATTACHARYA Vs. UNION OF INDIA

JUDGEMENT

(1.) In this writ petition filed under Article 226 of the Constitution of India the grievance of the petitioners is against the action of respondent No. 2 in having taken on record and registered on 22/23.4.1992 the statutory form No. 32 filed by respondent No. 4 under the provisions of the Indian Companies Act, 1956 (hereinafter referred to as 'the Act') and in not taking on record and registering the statutory forms and returns submitted by the petitioners on 10.6.1992, namely. Forms No. 2, 5, 23 and 32. Consequently writ, order or direction is sought against respondent No. 2 to take on record and register the petitioners' statutory Form No. 2, 5, 23 and 32 submitted on 10.6.1992 and other statutory forms and returns filed subsequent thereto and in the alternative to quash and de-register the statutory Form No. 32 dated 22/23rd April 1992 filed by respondent No. 4.

(2.) The facts in brief are that Stridewell Leather Private Limited (hereinafter referred to as 'the Company') was incorporated in New Delhi on 28.7.1996 with the objects, inter alia, of carrying on the business of manufacturers and dealers in boots, shoes, other footwears in leather, syntheetic leather, rubber, synthetic rubber, plastic and allied goods, boots and shoe laces, shoe uppers saddle harness, travel bags, suite cases, leggings, boot polishes, other accessories, fittings and components. The subscribers to the Memorandum of Articles were Achinta Kumar Bose, an employee of Shaw Wallace (for short 'SW) and one Marur Ganesan Ramachandran, Advocate. They were the first directors of the company. Authorised capital of the company was Rs. 1,00,000.00 divided into 10,000 equity shares of Rs. 10.00 each. Shareholding of the Company immediately after its incorporation was as follows:

(3.) On 15.4.1988 S.A. Iyer and R.K. Nayar were appointed as Directors of the Company. K.C. Mathur, G.C. Singha Roy, the employees of SW and B. Roy, son of an employee of SW, were also appointed as Directors of the Company and on 19.6.1988 Ranjeev Kapur was appointed as director. Before 26.9.1991 one share each held by S.A. lyer and R.K. Nayar were transferred to Tracstar Ltd.. From 26.9.1991 to 9.4.1992, the position as regards the Board of Directors was that all earlier five directors, as on 26.6.1991 resigned and in their place on 26.9.1991 five new Directors, namely, T.K. Ramaswamy, A.K. Jain, R.S. Ahluwalia, S.K. Bhattacharya and M.S.K. Eswaran were appointed. The dispute amongst parties is for the period subsequent to 9th April, 1992.