9911796707
TMI Blog2006 (8) TMI 650X X X X Extracts X X X X X X X X Extracts X X X X ..... the Company') was incorporated on 28th December, 1962, as a family company with Tara Chand Agarwal (since deceased), Dankha Devi Agarwal, his wife (since deceased), their elder son, Bhagirath Agarwal and younger son Chandra Prakash Agarwal. Each of them was allotted 10 shares each in the newly-formed company. On 2nd March, 1963 Dankha Devi Agarwal granted a lease of the land at 13, Camac Street, Calcutta, to the Company and in lieu of premium of ₹ 3 lakhs, 3000 shares of the Company were allotted in favour of Dankha Devi Agarwal. By virtue of such allotment, Dankha Devi Agarwal came to hold 3010 shares and the rest continued to hold 10 shares each. All the share holders were indicated as the first Directors of the Company. On account of transfer of shares by Dankha Devi Agarwal during her life time, the share holding pattern as on 28th June, 1977, was as follows:- Dankha Devi 1660 shares Tara Chand Agarwalla 10 shares Bhagirath Agarwal 10 shares Chandra Prakash Agarwal 10 shares Smt. Lila Agarwalal wife of Bhagirath Agarwal 200 shares Smt. Rekha Agarwal wife of Chandra Prakash Agarwal 300 shares Rajesh S/o Bhagirath Agarwal 200 shares Vandana D/o Chan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... strar of Companies. Despite receipt of notice, Bhagirath Agarwal did not attend the meeting and the Board of Directors took a Resolution to remove both Bhagirath Agarwal and Smt. Leela Agarwal from the Directorship of the company. The decision of the Board of Directors was conveyed to the Registrar of Companies and the requisite forms were also deposited with him. Simultaneously, with the notice for holding the extra- ordinary general meeting of the company, Dankha Devi Agarwal also filed a suit, being No.874 of 1989, in the Ordinary Original Civil Jurisdiction of the Calcutta High Court for a declaration that the purported transfer of 1650 shares in the name of the plaintiff to Bhagirath Agarwal and his wife were null and void and without any effect and for a further declaration that Dankha Devi Agarwal was the sole and absolute owner of 1660 shares in the defendant-company. She also claimed a decree against the said Bhagirath Agarwal, to deliver up and cancel the relevant shares in connection with the transfer of the said 1650 shares in favour of Bhagirath Agarwal and his wife who were made defendant Nos. 2 and 3 in the suit. On 6th November, 1989 itself, an ad interim order of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th Agarwal also filed an application for setting aside the resolution adopted by the Board of Directors of the Company removing him and his wife from the Directorship of the Company. On 6th August, 2001, the said application was allowed by the learned Single Judge and the removal of the said respondents from the Board of Directors and the allotment of 1960 shares to Tara Chand Agarwal and Chandra Prakash Agarwal were struck down. Further, the appointment of the respondents 1 to 5 as Directors of the Company in the Board meeting of 5th September, 1998, was upheld. Aggrieved by the said Judgment and Order of the learned Single Judge, the appellant filed an appeal, being APOT No. 594 of 2001, and filed an application therein for appointment of Receiver and other reliefs, On 6th August, 2003, the Division Bench dismissed the appeal leaving the interim application, being ACO No. 19 of 2002, undecided. Civil Appeal No. 6535 of 2004 is directed against the said judgment and order of the Division Bench of the Calcutta High Court. Appearing for the appellant, Mr. Vijay Hansaria sought to highlight the case of the appellant that Bhagirath Agarwal had forged the signatures of Smt. Dankha Dev ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al's signatures on the different documents in the case without taking into consideration the passage of time and the age of Smt. Dankha Devi Agarwal. The defence set up by Shri Bhagirath Agarwal is one of denial of all the allegations made on behalf of the appellant. In fact, it is his specific case that Dankha Devi had no role to play in the events subsequent to the transfer of 1650 shares by her in his and his wife's favour. It was contended that the transfers had been effected by Dankha Devi Agarwal in favour of her elder son on her own volition as far back as in 1983-84 and returns were filed before the Registrar of Companies on 15th June, 1984 where such transfer of shares was recorded. Nothing was done in respect of the transfer of the said shares till 6th November, 1989, when Smt. Dankha Devi Agarwal allegedly filed the suit for cancellation of the transfer documents relating to the said 1650 shares. An interim order was passed in the suit restraining Shri Bhagirath Agarwal and the group represented by him from disposing of the said shares or exercising their right to vote on the basis thereof. It was urged that the subsequent steps taken for withdrawal of the suit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing held on 5th September, 1998, was upheld. From the facts as disclosed, it is quite clear that there were differences within the family with Shri Tara Chand Agarwal and his younger son, Shri Chandra Prakash Agarwal, on one side and his elder son, Shri Bhagirath Agarwal on the other, and that Smt. Dankha Devi Agarwal was merely used as a front for the parties to further their individual gains. As has been revealed from the materials on record, the transfer of the 1650 shares of Smt. Dankha Devi Agarwal in favour of Shri Bhagirath Agarwal and his wife was effected some time in 1983-84 at a time when Shri Tara Chand Agarwal and Smt. Dankha Devi Agarwal along with the family of Chandra Prakash Agarwal had shifted to Delhi. It was after Shri Tara Chand Agarwal and others returned to Calcutta in 1985 that a Board Meeting of the Company was convened by Tara Chand Agarwal on 26th May, 1989, when Shri Bhagirath Agarwal was requested to produce the minute book of the Board's meetings. It was thereafter that CS No.874/1989 was filed by Smt. Dankha Devi Agarwal against the respondents in the Calcutta High Court inter alia praying for a declaration that she was the sole and absolute owne ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n filed by Smt. Dankha Devi Agarwal for recalling the orders passed by the learned Single Judge dated 20th June, 1995 and 28th July, 1995. We also set aside the said order of the learned Single Judge dated 4th August, 1999 and direct the aforesaid application to be re- heard and decided afresh after taking into consideration the manner in which the change was obtained by Smt. Anjali Agarwal and the mentioning of the matter ex-parte for non- prosecution of the suit on a date when the matter was not listed for such purpose. As far as Civil Appeal No.6535/2004 is concerned, it has not been seriously argued on behalf of the appellant that the learned Single Judge had erred in holding that the removal of Shri Bhagirath Agarwal and his wife from the Board of Directors of the company was illegal, on the ground that the meetings of the company held on 26th October, 1989 and 21st November, 1989 were without due compliance with the provisions of Section 286 of the Companies Act. Similar is the case as far as the issuance and allotment of 1960 shares in favour of Shri Tara Chand Agarwal and Shri Chandra Prakash Agarwal is concerned. The Division Bench has affirmed the view of the learned Sin ..... X X X X Extracts X X X X X X X X Extracts X X X X
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