SAYEDABAD TEA CO LTD Vs. SAMARENDRA NATH GHATTAK

JUDGEMENT

(1.) In the main application, inter alia, under Sections 397 and 398 of the Companies Act, 1956, the instant application had been taken out by the respondents for an order that the main application be dismissed and/or taken off the file and all interim orders passed therein be vacated.

(2.) The petitioner contended that the petitioners in the main application do not have the requisite share qualifications to initiate the said proceedings inasmuch as it is only in the months of June and July, 1990, upon inspection of the records of the company by one shareholder that it transpired that the stamps on the reverse of the various transfer deeds had not been cancelled. Under those circumstances the transfer deeds were invalid and it was improper on the part of the company to register those shares. At the meeting of the board of directors held on September 4, 1990, it was detected that the original transfer deeds in respect of 1,410 shares transferred in favour of respondent No. 1 and 2,518 shares transferred in favour of respondent No. 3 were not proper inasmuch as the stamps on the reverse of the said transfer deeds 32 in number had not been cancelled. Under those circumstances, such registration by the company was illegal and improper. The board of directors, under these circumstances, resolved to delete the names of respondents Nos. 1 and 3 which was erroneously registered by the company in favour of respondents Nos. 1 and 3. Such registration has been rectified by deleting the names of respondents Nos. 1 and X which decision of the directors was carried out by the secretary on September 4, 1990, and respondent No. 3 was informed of such rectification inasmuch as, according to the petitioners, respondents Nos. 1 and 3 are no longer the shareholders of the company. Under those circumstances they do not have the requisite share qualifications to proceed with the main proceedings.

(3.) Apart from that the petitioners further contended that the shareholders who have consented to and/or supported the petitioners in the main application have written several letters to the effect that they have put their signatures on a blank document when it was represented to them that such application was needed to resist the move of the company to transfer the registered office from Jalpaiguri to some other place. Under those circumstances, there had not been any application of mind before they could subscribe their signature consenting to the initiation of the main proceedings.