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Documents citing Jadabpore Tea Co. Ltd. vs Bengal Dooars National Tea Co. Ltd. on 27 January, 1982

A. Ravishankar Prasad, A. Sai ... vs Prasad Productions Private Limited And ... on 1 September, 2005

The decision of the Calcutta High Court Jadapore Tea Co. Ltd. v. Bengal Dooars National Tea Co. Ltd. (supra), drawing the presumption of receipt of the notice under certificate of posting deals with different situation and has no application to the facts of the present case. In the light of the dubiousness surrounded around the certificates of posting, it shall be seen whether the petitioners would have sent, on the fact and in the circumstances of the present case, the consent letters dated 19.08.2002 to the Company, under certificate of posting on 26.08.2002. L.V. Prasad died on 22.06.1994 leaving a will, When the second respondent had applied for the grant of probate of the will, the petitioners opposed the probate proceedings and assailed the will of L.V. Prasad, bequeathing his shares of the Company in favour of the second respondent, as a fake one on the ground, inter-alia, that "As per the wish of the testator Prasad Production ("the Company") should be for the benefit of the entire family and none should get additional advantage or exclusive control of the said company". The petitioners exhausted all their remedies, including before the apex court, unsuccessfully. The parties are litigating over the film shooting equipments leased out in favour M/s Anand Cine Services and recovery of possession of a flat in possession of the first petitioner. Thus, the relationship between the petitioners group and the respondents group stands embittered for several years beyond redemption. The petitioners are admittedly in receipt of the written offer made by the Company for additional shares and, therefore, they must necessarily be aware that the offer for additional shares would lapse if they fail to apply within 15 days thereof. The petitioners having seriously fought for the shares of L.V. Prasad bequeathed in favour of the second respondent must be conscious of their valuable right to apply for the additional shares offered by the Company. In the context of strained relationship on account of a series of litigations between the parties, human conduct of the respondents must be to ensure that the consent letters for additional shares definitely reach the Company, without giving any chance to the respondents denying receipt of any such letter within the stipulated time. However, the petitioners reportedly chose to send the consent letters along with the applications dated 19.08.2002, after a delay of seven days under certificate of posting. There is no explanation as to why such of the essential documents involving valuable right of the petitioners must be sent under certificate of posting, more so, when all is not well between, the parties. The petitioners litigating with the respondents in the common course of natural events, would have been diligent enough to send the applications for additional shares in a prudent way and not under certificate of posting. While at one point of time, it is reported that the petitioners sent the consent letters together with the applications by certificate of posting, it is contended at a later point of time that the consent letters were handed over in person to the second respondent by the second petitioner, followed by the letters sent under the certificate of posting to the Company .There is no material as to when and in whose presence the consent letters were handed over in person to the second respondent. The second petitioner, being wife of the first petitioner and considering the strained relationship between the two families, she could not have handed over the letters of immense value without obtaining any acknowledgment from the second respondent. Furthermore, the letters reportedly sent to the Company at a later point of time on 26.08.2002 makes no reference to the delivery of such letters in person in favour of the second respondent. There is nothing other than the certificate of posting, which is a weak evidence to sustain the despatch of consent letters to the Company. The submission of Shri Datar, learned Senior Counsel that considering the valuable assets offered to the petitioners, they would not have failed in the common course of natural events, to apply for additional shares and, therefore, their action in having sent the consent letters under certificate of posting cannot be discounted is appreciable. However, at the same time, it shall be borne in mind that the petitioners never, after reportedly sending the consent letters attempted to ascertain from the Company regarding the allotment of additional shares in their favour, even after receipt of the cheques in March, 2003 representing the amounts payable to the petitioner Nos. 2 & 4, till filing of the company petition. The natural human conduct of the petitioners must be to pursue the issue of additional shares with the Company.The plea that the Company would not in any way be prejudiced, in denying receipt of the consent letters sent under certificate of posting is not convincing, in view of the fact that while the board of directors allotted 1,32,594 shares on 20.09.2002 to the respondents group, deferred the allotment of additional shares in favour of the petitioners. It is not under dispute that the unallotted shares of 52,405 were allotted only on 29.03.2003 in favour of the respondents group. In these circumstances, I am, prima facie of the view that the consent letters dated 19.08.2002 would not have been either posted on 26.08.2002 by the petitioners under certificate of posting or handed over in person to the second respondent. Notwithstanding the claim and counter claim of the parties in regard to acceptance of the offer by the petitioners for additional shares, it shall be seen whether the impugned allotments are oppressive of the petitioners and if so, whether interference of this Board is warranted, providing any remedial measures.
Company Law Board Cites 52 - Cited by 1 - Full Document

Shri Vijay Kumar Narang, Smt Neeta ... vs Prakash Coach Builders Private Limited ... on 7 April, 2004

The directors are in a fiduciary position vis-a-vis the Company and must exercise their power for the benefit of the Company, but, in my view, acted to the detriment of the Company, warranting interference of the CLB as held in Nanalal Zaver and Ors. v. The Bombay Life Assurance Co., Ltd. and Jadabpore Tea Co. Ltd. v. Bengal Dooars National Tea Co. Ltd. (Supra). The petitioners have complained that, provisions of Article 4 have not been complied with. Even assuming, it is so, since the Company has been benefited by increase in the share capital, I do not consider that any finding needs to be given on this allegation. Under these circumstances, the act of the Board of Directors of the Company, in having rejected the applications of the petitioners is no way justifiable. Accordingly. the following order is made:
Company Law Board Cites 16 - Cited by 2 - Full Document

Hindustan Lever Employees Union vs Hindustan Lever Ltd. And Others on 18 May, 1994

In the matter of price fixation the court is normally guided by the business sense of the members unless it is established that the majority has acted mala fide or to coerce a minority. In the instant case, the decision is nearly unanimous and in line with the prevailing Government policy, norms suggested by the ASSOCHAM and policy adopted by financial institutions. The company court does not sit in appeal over the price fixation. Strong reliance was placed by the objectors on the decision of the Calcutta High Court in the case of Jadabpore Tea Co. Ltd. v. Bengal Dooars National Tea Co. Ltd. [1984] 55 Comp Cas 160 in support of the point that court can interfere with price fixation. In that case, the court quashed the resolution of price fixation under section 81(1)(a) of the Act on the basis that it was replete with mala fides and hence was void for mismanagement. No such finding is warranted in this case and hence the ratio of that decision will have no application.
Bombay High Court Cites 20 - Cited by 0 - D K Trivedi - Full Document

V. Radhakrishnan And Others vs P.R. Ramakrishnan And Others on 31 March, 1992

"The said decision applied to the facts of this case in all force. The contesting respondents by the illegal action is trying to have control over management of the company. It is only thereafter the actual allotment of shares with respect to the further issue of capital should be made. In this case, the decision is said to have been taken on September 21, 1991, itself. It is not necessary to dilate further to demonstrate the patent illegality in respect of the allotment of the shares on the further issue of capital and on that sole ground alone the proceedings of the meeting said to have taken place on September 21, 1991, should be nullified."
Madras High Court Cites 45 - Cited by 9 - Full Document

M/S. Westfort Hi-Tech Hospital Ltd vs V.S. Krishnan on 14 November, 2006

Here, company has proved by producing records to show that notices were sent by post. Since no counter evidence was adduced, statutory presumption under section 53 will apply even though the above presumption is rebuttable. Whether addressee was able to rebut the presumption will depend upon facts of each case and burden is on the addressee to rebut the statutory presumption. Postal receipt with post office seal was produced to show that Com.Appeal Nos.14, 15, 17 & 18/2006 36 notice was sent to all shareholders by certificate of posting in the correct address as per the report. There is statutory presumption of service of notice if it is served by post under certificate of posting in the correct address (section 53 (2) after the expiry of 48 hours. A notice duly addressed and stamped and sent under certificate of posting is deemed to have been duly served. This view has been repeatedly followed by other courts in the following cases. (See: Jadabpore Tea Co. Ltd. v. Bengal Dooars National Tea Co.Ltd. - (1984) 55 Comp Cas.
Kerala High Court Cites 59 - Cited by 1 - J B Koshy - Full Document

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

33. Learned senior counsel for the appellants also referred to the decision of the Calcutta High Court in JADABPORE TEA CO. v. BENGAL DOOARS NATIONAL TEA CO. (55 C.C. 160) wherein the Calcutta High Court held that the question whether presumption of receipt of letter under Certificate of Posting could be drawn or not would depend upon the facts and circumstances of the case.
Madras High Court Cites 64 - Cited by 18 - Full Document

S. Sukhdeep Singh Jhikka vs S. Ajit Singh Deogan And Others on 17 April, 2009

10. While adverting to the objection taken by the appellant regarding the finding of the CLB that the increase of shares made without proper notice was invalid, learned counsel for the respondent refers to a decision of the Calcutta High Court in Jadabpore Tea Co. Ltd. Vs. Bengal Dooars National Tea Co. Ltd. 1984 (55) Comp Cases 160 that allotment of additional shares in order to reduce the majority shareholders to minority would be void for mismanagement and the notice without adequate details as to allotment would become C.A.P.P. No.10 of 2008 (O&M) -14- null and void. The Bench held that where the allotment of shares might tilt the balance of the shareholding and might transform major bulk of shareholders into a minority group of shareholders, the particulars of allottees or the manner of their allotment should also be indicated necessarily, because, in the existing climate of erosion of the intrinsic sense of fairness, it is necessary to insist on certain procedural safeguards to ensure fairplay in action in corporate management.
Punjab-Haryana High Court Cites 25 - Cited by 2 - K Kannan - Full Document
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