GLUCOSERIES PVT LTD Vs. DEB KANTA ROY

JUDGEMENT

(1.) -The question in this appeal primarily is whether the defence of a company in litigation should be conducted by its elected Board of Directors or by a Special Officer. The issue arises in the context of a suit filed by the respondent against Glucoseries Pvt. Ltd. (referred to as the company). The respondent is a share holder of the company and was its Managing Director in 1980.

(2.) In November, 1980 disputes arose between the share holders of the company. An application was filed under sections 397 and 398 of the Companies Act, 1956 by the majority share holders praying inter alia for supersession of the Board of Directors on the ground of oppression and mismanagement (C.P. No. 448 of 1980). On 12th November, 1980 Mr. Sunil Mukherjee, an Advocate of this court was appointed as Special Officer over the company. C.P. No. 448 of 1980 was disposed of on 6/7th June, 1984. The Board of Directors of the Company was superceded. The order dated 6/7th June, 1984 further provided:

(3.) The Special Officer was also directed to take possession of the assets and records of the company and to retain the same in his custody as a pre-condition for the stay of the operation of the order dated 6/7th June, 1984.