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Showing contexts for: section 283 (1) g in Ruby General Hospital Limited And Ors. vs Dr. Kamal Kumar Dutta And Anr. on 31 March, 2005Matching Fragments
5. Dr. Kamal Kumar Dutta was one of the first directors of the said company and Dr. Binod Prasad Sinha held 52. 74 per cent, of the equity shares in the said company. Apart from that Dr. Dutta contributed Rs. 3 crores for the purpose of importing medical equipment and the shares towards the said investments, being the value of the equipment, should be allotted to Dr. Dutta. A loan was granted for a sum of Rs. 4.6 crores by the IDBI for the said project. The grievance of Dr. Dutta the said allotment was denied by one of the appellants herein Sajal Kumar Dutta, who is the younger brother of Dr. Dutta and he was brought in the company by Dr. Dutta. Shares were not allotted to Dr. Dutta on the ground that the equipment was second hand. Subsequently, shares were allotted to others denying the rights of Dr. Dutta. Dr. Dutta and Dr. Sinha were also informed that they have vacated office in terms of Section 283(1)(g) of the said Act.
1. Since we have held that the stand of the company that the petitioner directors had vacated office under Section 283(1)(g) cannot be sustained for various reasons, we declare that these petitioner directors will continue as directors of the company. To avoid any future controversy relating to issue of notices for the board meetings, we also stipulate that notices for all board meetings will be issued to all the directors by registered post with 21 days notice to the addresses of the NRI directors at their usual addresses in USA/other countries and to the Indian directors at their addresses in India. We also stipulate that NRI directors will have the right to appoint alternate directors and if the right is exercised, then, the alternative directors will also be given notices as stipulated above.
44. Mr. Sen further submitted that although Dr. Dutta has disputed his cessation of office since April 4, 1997, but he took no steps to redress his grievances by legal proceedings contemporaneously. Form No. 32 was also filed regarding cessation of office by Dr. Dutta as a director under Section 283(1)(g) of the said Act on March 14,1997 (volume IV, pages 1870-1874 of the paper book).
45. He further contended that Section 397 of the said Act itself makes it clear that the oppression is to be qua shareholder. The directorial complaints cannot constitute shareholders oppression, and he relied upon the decisions reported in Bagree Cereals P. Ltd. v. Hanuman Prasad Bagri [2001] 105 Comp Cas 465 (Cal), Sheth Mohanlal Ganpatram v. Shri Sayaji Jubilee Cotton and Jute Mills Co. Ltd. and Hanuman Prasad Bagri v. Bagress Cereals P. Ltd. [2001] 105 Comp Cas 493 (SC).
(b) Dr. Dutta and Dr. Sinha were shown to have vacated their office of directorship under Section 283(1)(g) of the said Act;
(c) refusal of the company to allot shares towards the value of the imported second hand equipment supplied by Dr. Kamal Dutta, the petitioner.
56. According to Mr. Sarkar, Section 81(1)(a) of the said Act stipulates offer to existing shareholders as condition precedent for increase of subscribed capital with exception by passing special resolution in general meeting. According to Sajal Kumar Dutta and others, a special resolution was passed in extraordinary general meeting held on February 17,1996, in pursuance of a notice dated January 24, 1996. According to Mr. Sarkar, no extraordinary general meeting was ever held and records were fabricated and/or manipulated for the purpose to suit Sajal Kumar Dutta's group. He drew my attention to notice for extraordinary general meeting dated January 24, 1996. As per Form No. 23 filed with the Registrar of Companies, date of despatch of notice is stated to be January 22, 1996, but under certificate of posting filed in support of service of notice dated January 24, 1996. Therefore, according to him, this is nothing but a manipulation. He further submitted that Sajal Kumar Dutta and his group contended that in the board meeting of April 19, 1995, it was decided to hold the extraordinary general meeting. The minutes of board meeting of April 19, 1995, have been fabricated as it would be demonstrated from the following facts :