Calcutta High Court
Parshuram Agarwalla & Ors vs Nandlall & Sons Tea Industries Private ... on 24 August, 2009
Author: Aniruddha Bose
Bench: Aniruddha Bose
IN THE HIGH COURT AT CALCUTTA
Civil Appellate Jurisdiction
ORIGINAL SIDE
APOT No. 253 of 2009
ACO 55/2009
PARSHURAM AGARWALLA & ORS.
Versus
NANDLALL & SONS TEA INDUSTRIES PRIVATE LTD. & ANR.
APOT 255/2009
ACO 56/2009
PARSHURAM AGARWALLA & ORS.
-VS-
NANDLALL & SONS TEA INDUSTRIES PRIVATE LTD. & ANR.
BEFORE:
The Hon'ble JUSTICE ANIRUDDHA BOSE
Date : 24th August, 2009.
The Court : Both the appeals under section 10F of the
Companies Act, 1956 are taken up for hearing together as they are directed
against a common judgment.
No one appears for the respondent no.2. On August 4,
2009 I had directed service of notice of this proceeding on the respondent no.2 and in compliance of such direction, the affidavit of service has been filed wherefrom I find that the notice of proceeding was sent to him by speed post on August 11, 2009. Mr. Basak, learned counsel appearing for the appellants, submits that on a web check, his client has ascertained that such service has been effected.
The appeals were admitted on August 4, 2009 itself, but on that date as the effective service was not complete, I did not examine the prayer for interim order.
Today, Mr. Basak, learned counsel appearing for the appellants, submits that in the impugned order, in spite of coming to 2 satisfaction that no case of oppression and mismanagement has been made out, the Company Law Board has entertained the petition and passed directions for purchase of shares at a certain value without disclosing the reasons as to how the valuation was arrived at and why such direction for purchase of shares was necessary.
Learned Advocate appearing for the company submits that he has instructions to support the case of the appellants.
Though it is not wholly impermissible for the Company Law Board to issue directions of such nature even if no case of oppression or mismanagement is made out, in the impugned order there is no disclosure of the reasons as to why such directions have been issued. The only reason disclosed is that the complainant shareholder having 25% of the shareholding had not been allowed any representation on the board and had not been allowed access to the books of accounts and statutory records of the company and thereby he was denied his rights in a family company. Whether a situation of this nature by itself justifies issuing a direction in the nature of compulsory purchase of shares or not has to be examined. My prima facie view however is that these factors do not constitute sufficient ground for passing such an order.
Under these circumstances, the impugned order shall remain stayed until further order. This would maintain the status quo as between the parties.
Let affidavit in opposition be filed within three weeks. Reply may be filed within two weeks thereafter. The matter will appear in the list one week after the ensuing long vacation.
All parties concerned are to act on a photostat signed copy of this order on the usual undertakings.
(ANIRUDDHA BOSE, J.) tk