AMAL KUMAR MUKHERJEE Vs. CLARIAN ADVERTISING SERVICE LTD

JUDGEMENT

(1.) This is an interlocutory application in a main petition tinder Sections 397and 398 of the Companies Act, 1956, presented on the 27th of July, 1979. Ad interim orders were issued in the interim application appointing a special officer to take possession and make an inventory and initial the statutory books and documents of the respondent-company and certain other interim orders. The respondents were given liberty to apply for vacating, modifying and altering the orders if so advised and the petitioners were given liberty to apply for further interim orders on the returnable date. On the returnable date being the 31st of July, 1979, the respondents appeared through Mr. R.C. Deb, Mr. B.K. Bachawat, Mr. H.K. Mitter, Mr. Sujit Sinha and Mr. Ranjan Deb, for the opposing group, and Mr. Sankar Ghosh, appearing with Mr. P.C. Sen and Mr. Jayanta Mitter, for a group of respondents who alleged themselves to be neutral. But according to the opposing group they are really supporting the petitioners. The matter was argued for three days at great length as to why the interim orders should not be vacated on the one hand and on the other hand as to why a special officer should not be appointed. I may point out that it appears that respondent No. 2, Mr. Prasanta Sanyal, the managing director, who is going to retire on the 30th of September, 1979, is now too ill and is not attending office, being a heart patient. The respondent No. 12, Phoni Bhusan Sengupta, a director of the company, has resigned after the present application was moved, from the board of directors of the respondent-company and Mr. Satyajit Roy, respondent No. 14, a person of international reputation and a director of the respondent-company, appearing through Mr. P.C. Sen, submitted that he is not in a position to attend his office as a director of the company due to his pre-occupation and he has no objection if a special officer is appointed to look after the affairs of the respondent-company. The only other director of the respondent-company, being respondent No. 13, Forrak S. Mulla, is a resident of Bombay and, therefore, he is not in a position to look after the business at Calcutta.

(2.) Now, the only point for consideration at this stage is whether the interim order should be vacated or maintained or whether in these circum stances of the case which have developed at the time of hearing, a special officer should be appointed. It may be mentioned that there is nothing on record to show that the directors of the respondent company have authorised anybody to represent the company in this proceeding in court, as there is no board functioning and the last board meeting was held on the 3rd of July, 1979.

(3.) The respondent-company was incorporated on the 9th of April, 1956, as a Pvt. Ltd. company. On or about 1st March, 1965, the name of the company was changed to Clarian Mecann Advertising Services Ltd. in pursuance of a collaboration with an American company. After the termination of the collaboration the name of the company was again changed to Clarian Advertising Service Ltd. effective from 28th of September, 1976. The registered office of the company was at all material times, and still is situated at No. 55-B, Mirza Ghalib Street, formerly known as Free School Street, Calcutta. The authorised capital of the company is Rs. 10 lakhs divided into 10,000 equity shares of Rs. 100 each. The paid up, and/or credited as paid up, share capital of the company appears to be Rs. 5 lakhs divided into 50,000 equity shares of Rs. 100 each. The company is admittedly one of the biggest advertising companies in this country. The total number of shareholders of the company as far as known is 340.