9911796707
|
Home
Issues Involved:
1. Appointment of an administrator or special officer. 2. Orders of injunction against the defendants. 3. Validity and legality of the transfer and non-registration of shares. 4. Alleged mismanagement and oppression by the company's management. Summary: Issue 1: Appointment of an Administrator/Special Officer The plaintiffs requested the appointment of an administrator or special officer over the defendant-company, Luxmi Tea Co. Ltd., to manage its affairs. The court appointed Mr. Chandan Kumar Banerji, a retired judge, as the special officer. The management of the company will be conducted by a board consisting of two representatives from each side headed by the special officer. The company is restrained from holding any general meetings until further orders, and the special officer is tasked with auditing the accounts from April 1, 1985, onwards. Issue 2: Orders of Injunction The plaintiffs sought various injunctions, including restraining the defendants from acting as directors or secretary, dealing with the company's assets, and using company funds for defending pending proceedings u/s 155 of the Companies Act. The court confirmed the existing interim orders and issued an order in terms of prayer (g) of the notice of motion. Issue 3: Validity and Legality of Share Transfers The court examined the disputes regarding the transfer and non-registration of shares. It was found that many transfers were improperly executed, with allegations of antedating and unauthorized issuance of duplicate share certificates. The court noted that the company and its board took a partisan attitude in approving transfers, often favoring the current management led by Dipankar Chatterjee. The court emphasized that the legality and validity of these transfers could not be finally decided at this stage and required further investigation. Issue 4: Alleged Mismanagement and Oppression The plaintiffs alleged mismanagement and oppression by the current management, citing deteriorating working results and suspicious transactions. The court found prima facie evidence supporting these allegations, including the manipulation of share transfers and non-disclosure of financial results. The court concluded that the current board's conduct did not inspire confidence and justified their supersession. Conclusion: The court allowed the application, superseding the current board of directors and appointing a special officer to manage the company. The court emphasized the need for further investigation into the allegations of improper share transfers and mismanagement. The suit was expedited, and the special officer was directed to get the accounts audited by an independent auditor.
|
