PROVAKAR DAS GUPTA Vs. VETERAN CO. P. LTD.

JUDGEMENT

(1.) BY way of resettlement of ex -servicemen, the Director General of Rehabilitation, authorised the petitioners, respondents Nos. 2 and 5 and one Major Nityananda Roy (since deceased) all ex -servicemen to carry on the business of a retail outset/service station at Haldia. Accordingly, these seven ex -servicemen incorporated Veteran Co. P. Ltd. ("the company") in January, 1974. On the recommendation of the Director General of Rehabilitation, IOC granted a licence to the company in the names of these seven ex -servicemen to operate a petrol pump in Haldia on a piece of land leased from Calcutta port trust. All the seven were the directors of the company. Disputes and differences had arisen between the petitioners on the one side and the second and fifth respondents on the other hand resulting in filing of this petition by the petitioners alleging acts of oppression and mismanagement in the affairs of the company.

(2.) THE case of the petitioners is : The company was originally formed/ incorporated by/with seven members of whom Major Nityananda Roy died in the year 1984. The petitioners and respondents Nos. 2 and 5 were the other members. The total number of equity shares was 2,717. Major Nityananda Roy held 139 shares and since he had no legal heirs those shares still continue to remain in his name. While the first petitioner and the fourth petitioner hold 243 shares each, second and third petitioners and second and fifth respondents hold 523 shares. Thus, the aggregate holding of the petitioners is 1,532 as against 1,046 shares held by the second and fifth respondents. Their holding is only 38.5 per cent, as against the holding of the petitioners of 56 per cent.

(3.) SOMETIME in March 1998, it was decided by the original promoters that each of them would invest Rs. 28,000 towards share capital and accordingly the first, second and third petitioners and the second and fifth respondents contributed Rs. 28,000 each. However, the first petitioner has not been allotted 280 shares at Rs. 100 per share till date. In view of the strained relationship the first petitioner also transferred his holding of 243 shares to Amal Krishna Das and informed the board of directors on May 14, 1998. However, this transfer has not been registered by the company. Even though, the third petitioner had been continuing in the business, respondents Nos. 2 to 7 forced him to vacate and leave the business as was done in case of the other petitioners. The Calcutta Port Trust had sought to increase the lease rent against which the petitioners filed a writ petition before the Calcutta High Court, which is still pending. The company and the second and fifth respondents filed a title Suit No. 124 of 1998 before Civil Judge, Alipur against the first and fourth petitioners and Shri Amal Krishna Das. As an interim measure, the court restrained the first and fourth petitioners and Shri Amal Krishna Das from acting as shareholders and also from creating any sort of disturbance in the smooth running of the business and also from registering the shares, in the name of Shri Amal Krishna Das. However, this interim order was vacated on July 11, 2001. Petitioner No. 3 remained in the business till September 28, 2000 and later for a short periods from March 14, 2001 to June 20, 2001. Due to the intervention of certain persons including IOC, respondents Nos. 2 to 7 allowed petitioners Nos. 2 and 3 to be in business and to carry on the business along with them during this period. Only at that time, the petitioners came to know that respondents Nos. 3, 4, 6 and 7 had been appointed as directors without the consent and knowledge of the petitioners. These respondents are the sons of the second and fifth respondents. However, on June 21, 2001, the petitioners were driven out of the premises of the petrol pump and till date they have not been allowed to enter the premises of the petrol pump. Further, in the annual return, the first and second petitioners had been shown to have resigned and the fourth petitioner had been shown as removed as a director. During the brief period when the petitioners were in management of the petrol pump in 2001, they noticed that the second and third respondents, who were till then managing the petrol pump, had removed all statutory records including account books and they refused to hand over these records to the petitioners. By its letter dated August 8, 2001, the IOC issued a notice to the first petitioner informing that the transfer of shares effected by petitioners Nos. 1 and 4 was not permissible in law and that even the appointment of respondents Nos. 3, 4, 6 and 7 as directors was not permissible. Thereafter, the petitioners called upon respondents Nos. 2 to 5 to manage the company jointly, but, the same was rejected by respondents Nos. 2 and 5. Since the petitioners were interested to continue with the company, by a letter dated August 30, 2001, petitioners Nos. 1, 2 and 4 revoked the transfers made by them earlier and informed the board of directors and Shri Amal Krishna Das accordingly. The said information was given to IOC also. Since the petitioners have revoked the transfer of shares, they continue to be the members of the company and as such are entitled to participate in the affairs of the company. Immediately, after the civil court vacated the interim restraint order against the second and third petitioners, they went to the petrol pump to take possession of the business lawfully and to carry on with other lawfully appointed directors. They sought the assistance of the police also and since the police did not take any steps the petitioners filed an application under Section 156(3) of the Code of Criminal Procedure, 1973 and certain other provisions of the Indian Penal Code, 1860. By an order dated January 17, 2002, the Magistrate directed the police to register the petition of complaint as FIR and make necessary investigations. Respondents Nos. 2, 3, 5 and 6 filed an application for anticipatory bail before the Calcutta High Court and the court rejected the prayer for anticipatory bail in respect of the second and fifth respondents.