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Documents citing Sishu Ranjan Dutta And Anr. vs Bhola Nath Paper House Ltd. on 18 December, 1980

Palghat Exports Private Ltd. And P. ... vs T.V. Chandran And Ors. on 26 May, 1993

22. It is important to note that in every case under Section 397 of the Act, it is obligatory on the part of the complainant to establish "persistent and persisting course of unjust conduct" (See Elder v. Elder and Watson [1952] SC 49 and Scottish Co-operative Wholesale 'Society Ltd, v. Meyer [1958] 3 All ER 66 ; [1959] 29 Comp Cas 1 (HL)), A survey of judicial decisions though not exhaustive would indicate the following acts of the controlling shareholders to be oppressive to minority shareholders : (1) The power exercised by the controlling shareholders is directed to destroy the company's business--Scottish Co-operative Wholesale Society Ltd. v. Meyer [1958] 3 All ER 66 ; [1959] 29 Comp Cas 1 (HL), (2) Usurping the power and obtaining the entire power and exercising it against the wishes of the shareholders who are in minority with regard to voting power--Harmer Ltd.'s case [1959] 29 Comp Cas 305 (CA), (3) Denying voting rights to the shareholders-Mohan Lal Chandumall v. Punjab Co. Ltd. [1962] 32 Comp Cas 937 (Punj), (4) If the directors refuse to distribute compensation money obtained on nationalisation of the company--Hindusthan Co-operative Insurance Society Ltd., In re [1961] 31 Comp Cas 193 (Cal), (5) The company undertaking businesses other than those mentioned in the objects clause without calling a general meeting or passing a resolution-- Hindusthan Co-operative Insurance Society Ltd., In re [1961] 31 Comp Cas 193 (Cal), (6) Exercising the power by majority to expel members--B.R. Kundra v. Motion Pictures Association [1978] 48 Comp Cas 536 (Delhi), (7) Deadlock created in carrying out the affairs of the company due to lack of faith between two factions of the family-Sishu Ranjan Dutta v. Bhola Nath Paper House Ltd. [1983] 55 Comp Cas 883 (Cal), (8) The directors and managing directors consistently not functioning in their office--Sishu Ranjan Dutta v. Bhola Nath Paper House Ltd. [1983) 53 Comp Cas 883 (Cal), (9) The directors not taking interest in the affairs of the company and always quarrelling so as to cause loss to the company--Chander Krishan Gupta v. Pannalol Girdhari Lal Pvt. Ltd, [1984] 55 Comp Cas 702 (Delhi), (10) In a company where there are only two shareholders and who are directors and one director who has got majority shares refuses to cooperate with the affairs of the company and exhibiting mutual lack of confidence not to be settled otherwise than by taking it to court, by mutual domestic policy-Combust Technic Pvt. Ltd., In re [1986] 60 Comp Cas 872 (Cal), (11) If the directors refuse to register shares in the name of the complaining petitioners with an object to retain control over the affairs of the company-Kumar Exporters P. Ltd. v. Naini Oxygen and Acetylene Gas Ltd. [1986] 60 Comp Cas 984 (All).
Kerala High Court Cites 26 - Cited by 34 - Full Document

Yashovardhan Saboo vs Groz-Beckert Saboo Ltd. And Ors. on 22 October, 1992

In support of this plea, Shri Mookherjee referred to the decision in Sishu Rcmjan Dutta v. Bhola Nath Paper House Ltd. [1983] 53 Comp Cas 883 (Cal). Shri Mookherjee pointed out that in this case of a family concern, which was a deemed public company under Section 43A of the Act, the members became divided into two groups holding equal shares and there was a complete deadlock and the two groups could not go together and the company could not be managed smoothly in the situation. It was held that this was a clear case of mismanagement of the company amounting to oppression of one group by another whichever way it was looked at. It was further observed in this case that since there is a complete lack of confidence in each other and both the groups cannot pull on any longer, it is not necessary to go into the question of mismanagement by one group as there are mutual allegations. In this case, both the parties suggested an equitable division of the business and assets of the company in an appropriate manner so that both the groups can carry on business independently of each other and the long standing reputation and goodwill of the flourishing business of the company should be fairly divided between the two groups along with assets in an equitable, just and proper manner so that the matter complained of is brought to an end. Shri Mookherjee pointed out that this was a company which Shri R.K. Saboo started and he has spent 30 years in this business and has no other-business except this. In this context, he also pointed out that the business of the Indian company is a small fraction of the worldwide activity of the GB group and, therefore, they should have no objection if the Bench comes to a conclusion to divide the property and business of the company in the proportion of their shareholding. In this connection, he also referred to Article 131 of the articles of association of the company and pointed out that it would be applicable only if the company goes into liquidation. He also pointed out that Article 131 is ultra vires the Companies Act. Shri Mookherjee then referred to the third alternative relief that can be considered by this Bench in deciding the petitioner's case. He pointed out that since the petitioner is vitally interested in the business of the company and is willing to buy the shares of the foreign collaborators, there is a case for directing the majority to sell the shares to the minority. He made it clear that they are willing to purchase the shares but are not willing to sell the_shares as this is the only business which the Saboos have. In this connection, he also pointed out that the Reserve Bank of India had made an exception in allowing the foreign shareholders to hold more than 40 per cent. and even in the existing context of the present policy, as a general rule, the Government allows foreign shareholding only up to 51 per cent. In view of this, Shri Mookherjee pleaded that it will be appropriate if the majority is directed to divest shares in favour of minority. In this connection, he cited the case of A Company, In re (No. 00789 of 1987), Ex parte Shooter [1990] BCLC 384 (Ch D), A Company., Jn re (No. 3017 of 1987), Ex parte Broadhurst (No. 2) [1991] BCLC 267 (Ch D). This was a case where the company ran a football club. K acquired a controlling shareholding in the company and became the chairman of the board and secretary. From 1980 K ran the company without regard to formalities ; annual general meetings were not held, annual accounts were not prepared. The petitioner, who had subscribed for some of the new shares and purchased other such shares from members of the company, petitioned under Section 459 of the Companies Act. It was held that since K had shown himself to be unfit to control the company, he should sell the shares to the petitioner on fair terms even though he was holding more than 50 per cent. of the shares.
Company Law Board Cites 42 - Cited by 17 - Full Document

M/S.Micromeritics Engineers Pvt. Ltd vs S.Munusamy on 21 May, 2002

SUNDARAMOORTHY (AIR 1958 Madras 587) has held that when investigation is needed, it has the power to order investigation to regulate the future conduct of the company for providing against recurrence of abuses of power by the majority. The Calcutta High Court in SISHU RANJAN DUTTA v. BHOLA NATH PAPER HOUSE LTD. (53 C.C.883) has held that to put an end to the matter complained off in an application under sections 397 and 398, the court has ample power to pass any order according to law having regard to the facts and circumstances of the case so that the company and its shareholders and the interest of the public are well protected and no further prejudice may be caused to any of them.
Madras High Court Cites 64 - Cited by 18 - Full Document

Bajrang Prasad Jalan And Ors. vs Mahabir Prasad Jalan And Ors. on 18 September, 1998

54. Furthermore it may be borne in mind that while finally adjudicating upon a petition under Section 397/398 of the Companies Act, the Court can even distribute the asset of a Company which has been even prayed for in this application by the concerned respondents themselves. Reference in this connection may be made to Sishu Ranjan Dutta v. Bhola Nath Poddar, reported in (1983) 53 Com Cas 883 : (1981 Tax LR NOC 152) and in that view of the matter there is absolutely no reason as to why unregistered shareholders cannot be said to have any locus standi to maintain the application.
Calcutta High Court Cites 43 - Cited by 16 - S B Sinha - Full Document

Naina D. Kamani vs Janson Engineering & Trading Pvt. Ltd on 18 August, 2011

40.In the case of Sishu Ranjan Dutta Vs. Bhola Nath Paper House Ltd. [1983] 53 Comp. Cases 883, at page 891(Cal) there was a complete deadlock and two groups in the family could go together. It was observed that though the business was flourishing the Court had the power to wind up the company (as it would just and equitable to wind it up under Section 433(f) of the Companies Act) as it could not be managed in the "present situation" and therefore, it followed that there was mismanagement of the company amounting to oppression of one group by the other "whichever way it may be looked at". It was observed that the grounds were made out for the intervention of the court by exercising its extraordinary power under Sections 397-398 of the Companies Act, 1956 to put an end to the matter complained of, so that "no further prejudice could be caused to any of them".
Bombay High Court Cites 30 - Cited by 1 - R Dalvi - Full Document

G.Vijayalakshmi (A) Brinda vs Tirupur Textiles Pvt. Ltd on 30 March, 2012

58. Yet another decision that has been relied on by the learned Senior counsel appearing for the appellants is reported in (1983) 53 Company Cases 883 (Calcutta)  Sishu Rangan Dutta and Anr. vs. Bhola Nath Paper House Ltd. The question that has been called upon in the said decision was whether the Courts have power to divide the assets of the company. In the said case, a Special Officer was appointed to divide the assets of the company. Relying on the said decision, it has been contended on behalf of the appellants, by the learned Senior Counsel appearing for the appellants, that this Court has got ample power to appoint a Chartered Accountant to value the assets of the company and allot a share over the property. But, in the said decision, in view of the dispute between the two groups, there was a deadlock in the company and the two groups could not carry out the business of the company. Apart from that, mismanagement and oppression were proved in the said case. Paragraph 17 of the said judgment is thus, extracted hereunder:-
Madras High Court Cites 34 - Cited by 0 - Full Document

M.S.D.C.Radharamanan vs M.S.D.Chandrasekara Raja on 11 October, 2006

The Honourable Apex Court in the decision reported in 1983 Com.L.J.883 (Sishu Ranjan Dutta v. Bhola Nath Paper House Ltd.,) held that in a family concern like the one here, even though nomenclatured as company, it should be treated for the purpose of Section 397 as a partnership concern, by applying the principle of Piercing the veil so as to put an end to all the problems.
Madras High Court Cites 17 - Cited by 4 - G Rajasuria - Full Document

The Indian Newsparer Society And Anr. vs The Chairaman, Press Council Of India ... on 4 February, 2020

41. Reliance of the learned counsel for the respondent no.1 on Section 196 of the Companies Act, 2013 is ill-founded. Sub-section (1) of Section 196 of the Companies Act, 2013 provides that no company shall appoint or employ at the same time a Managing Director and a Manager. The term 'Manager' is defined in Section 2(53) of the Companies Act, while the term 'Managing Director' is defined in Section 2(54) of the Companies Act. These provisions, however, can have no application for the purposes of determination of eligibility of a person under Section 5(3)(b) of the Act. It is important to note that Section 5(3)(b) does not use the term 'Manager' and/or 'Managing Director' for the purpose of determining the eligibility. Instead, it uses the words 'carry on the business of management'. The above referred provisions of the Companies Act, 2013, therefore, would have no application for determining the eligibility of persons nominated by the Associations for being considered under Section 5(3)(b) of the Act. Equally, the judgment of the Andhra Pradesh High Court in T Deen Dayalu vs. Sri Bezawada Papi Reddy & Ors. (1984) 2 Com LJ 396 (AP) and of the Calcutta High Court in Sishu Ranjan Dutta & Anr. vs. Bhola Nath Paper House Ltd. 1983 (Cal) 883 relied upon by the learned counsel for the respondent no.1 would have no application to the facts of the present case as they deal with the provisions under the Companies Act, 1956.
Delhi High Court Cites 19 - Cited by 0 - N Chawla - Full Document

Abdul Wahid Abdul Gaffor Khatri And Ors vs M/S.Safe Heights Developers Pvt.Ltd. & ... on 24 February, 2018

41 As regards Dushyant D.Anjaria (supra), Yogendra Kumar (supra); P.Natarajan (supra) ; 19 Sishu Ranjan Dutta Vs. Bhola Nath Paper House Ltd.,; 20Harikumar Rajah V/s.Sovereign Dairy Ltd. (Mad) ; 21Hindusthan Co-operative Insurance Society Ltd. In re ; 22Sintex Industries Ltd., In re, pertain to appointment of (Addi- tional) Directors and the tenure thereof. The appointment and dura- tion of Directors is a matter beyond the scope of jurisdiction of the CLB, and in any case is not the grievance urged before this Court. 42 As regards 23Zora Singh V/s. Amrik Singh Hayer; 24Rajiv Ku- mar Singh V/s. Shree Narayan Developers P. Ltd. and Ors.;
Bombay High Court Cites 22 - Cited by 1 - K R Shriram - Full Document

Shri Vijay Kumar Chopra, Smt. Swadesh ... vs Smt. Sudershan Chopra And Ors. on 17 May, 2004

Further, even after filing of the petition, both the sides have made allegations of mismanagement against each other exhibiting clearly that acts of mismanagement are continuing. Shri Tiku relied on Needles Industries and Margarat T. Desor cases (supra) to state that the petitioners should make out a case for winding up of the company on just and equitable grounds. In cases of dead lock in family companies with equal share holding and equality in management, dead lock situation would warrant winding up of a company on just and equitable grounds and reliefs can be granted in a petition under Sections 397/398. (Krishanlal Ahuja v. Sureshkumar Ahuja -53 CC 60 Del: Saboo's case CLB(supra):Sishu Ranjan Datta v. Bhola Nath Paper House Ltd-53 CC 883 Cal: Combust Technic P Ltd Re-1993 1 CLJ Cal)
Company Law Board Cites 22 - Cited by 1 - Full Document
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