P.J.s solicitors on May 27, 1966, sent a numberice to the companypany and V.D.J. calling upon them to desist from holding the meeting which was called with a view to oust the R.P.J. group companypletely from the companytrol and management of the affairs of the companypany.
From the Judgment and Order dated 25 9 69 of the Calcutta High Court in Appeal No.146 of 1967.
8 lakhs in the year 1965.
In or about the month May, 1956, R.P.J. and V. D. Jhunjhunwalla briefly V.D.J. who was then carrying on business under the name and style of Chimanram Motilal with his companysin, one Mahabir Prasad Jhunjhunwalla for brevity M.P.J. agreed to start a new business of iron and steel in companypartnership and for that purpose an account was opened in the name of Raghunath Prasad Jhunjhunwalla Ke Sir Khata in the books of Chimanram Motilal.
The petitioners respondents herein , Raghunath Prasad Jhunjhunwalla and his son, Phoolchand Jhunjhunwalla hereinafter to be described as R.P.J. and P.C.J. respectively , and the members of their family hold 1875 shares in the companypany and the remaining 3125 shares are held by one V. D. Jhunjhunwalla and the members of his family.
47 lakhs and as the learned Company Judge has numbered the stake of the appellant in the companypany was about Rs.
K. Sen, R. C. Nag, O. P. Khaitan, B. P. Maheshwari, Suresh Sethi and R. S. Agarwal for Respondents.
V. Gupte, S. B. Mukherjee, P. C. Bhartari, J. B. Dadachanji and Dilip Sinha for the Appellant.
It was further agreed between the parties that R.P.J. would have six annas share and V.D.J. along with M.P.J. ten annas share in the said proposed partnership business.
It is further alleged that V.D.J. with the help of goondas and armed guard took possession of the companypanys factory and ousted R.P.J. and P.C.J. therefrom.
Before the said proposed business companyld be started, D.J., however, changed his mind and some time in the month of June 1956, he suggested to R.P.J. that a limited companypany be formed, inter alia, to carry on the business in iron and steel and the shares in the companypany would be held by R.P.J., D.J. and M.P.J. and the members of their respective families in the same proportion as mentioned above.
750.00 per month with effect from October 1, 1961 and was subsequently increased to Rs.
The explanatory statement to that Notice alleged that there was a loss of about Rs.
1250/ per month with effect from October 1, 1961 and he was also granted further allowance of Rs.
Anil Chandra Dutta soon resigned and other people came in and in 1965 66 there were 19 shareholders, nine headed by R.P.J. and ten headed by V.D.J., clearly showing two family groups R.P.J. group had 1875 shares and V.D.J. group had 3125 shares.
The Judgment of the Court was delivered by GOSWAMI, J. This appeal by certificate is against the companymon judgment of the Calcutta High Court in respect of respondents application for winding up and appellants stay application relating to the Hind Overseas Private Limited, a private limited companypany briefly the companypany .
This remuneration was subsequently increased to Rs.
100/ each, the entire numberinal capital has been issued and fully paid up.
V.D.J. with the help of the members of his group, wrongfully and illegally took away the keys and the other statutory books and documents of the companypany from the registered office and refused R.P.J. group any access to them, R.P.J. was also assaulted by an employee of the companypany at the instance of D.J. and there were some criminal proceedings against P.J. and P.C.J. V.D.J. as a Director called a meeting of the Board on May 27, 1966, by Notice dated May 24, 1966.
Following a family partition between V.D.J. and M.P.J. about the year 1958, the shares of the latter were transferred in the name of the wife of V.D.J. M.P.J. also resigned from the Board of Directors on or about January 31, 1959.
V.D.J. further agreed to provide for and arrange along with M.P.J. the entire finance that may be necessary for the purpose of the business of the companypany and R.P.J. and his group would generally look after the day to day business of the companypany under the general companytrol and supervision of V.D.J. It is stated in the petition that R.P.J. in view of the relationship between the parties and having trust and companyfidence in V.D.J. agreed to the said suggestions and accordingly the companypany was formed on or about August 9, 1956, under the provisions of the Act.
The allegations in the winding up petition before the High Court are as follows The companypany was incorporated under the Act in August 1956.
63 lakhs as opposed to the stake of the respondents amounting to Rs.
One Anil Chandra Dutta, an employee and numberinee of V.D.J. along with R.P.J. became the subscribers to the Memorandum of Association of the companypany and also became its first directors.
The monthly remuneration of P.C.J. was initially fixed at Rs.
On or about August 23, 1956, V.D.J. and M.P.J. were company opted as directors of the companypany.
V.D.J. group did number pay any heed to the Solicitors letter and passed various resolutions in the Boards meeting held on May 27, 1966, whereby the previous resolutions of the Board were companyntermanded and cancelled and R.P.J. was deprived of his all lawful authority and powers as a Director including the right to operate the banking account of the companypany.
After its incorporation, the companypany carried on for some time the business of companytrolled stockists of iron and steel and since the end o the year 1958 the companypany carried on the business of the manufacture and supply of railway sleepers in execution of Government companytracts.
CIVIL APPELLATE JURISDICTION Civil Appeal No.
R.P.J. was appointed as Director in charge of the companypany on November 23, 1957 at a monthly remuneration of Rs.
After that, there was a companyplete ouster of Ebrahimi from the management by the votes of the other two directors, father and son.
2000.00 with effect from September, 1964.
5,00,000/ divided into 2,500 Equity shares of Rs.
The numberinal capital of the companypany is Rs.
V.D.J. stood guarantee for bank overdraft to the tune of Rs.
100/ each and 2,500 unclassified shares of Rs.
His monthly remuneration was again increased to Rs.
The business of the companypany during this period had been always managed by R.P.J., P.C.J. under the general supervision and guidance of V.D.J. and the business policy was always dictated by V.D.J. The Cashier, Manager cum Engineer, Munim, and Cash Peon and other important Officers and employees were always appointed by V.D.J. of his own choice and on his terms.
One of the shareholders son acquired shares from his father and from the second shareholder, Ebrahimi, and joined the companypany as the third shareholder director with two hundred shares one hundred from each .
1000/ .
On or about November 23, 1957, Anil Chandra Dutta resigned from the Board of Directors and P.C.J. was companyopted as a Director in this place.
250.00 per month on account of maintenance of guest house.
Both the shareholders were directors sharing the profits equally as remuneration and numberdividends were declared.
Since the year 1958 and until February 26, 1965, the entire business of the companypany has been the manufacture and supply of railway sleepers in execution of Government companytracts.
1785 of 1970.
That led to the petition for winding up before the companyrt.
R.P.J. was purported to be removed from the office of the Director in charge of the companypany.
Later on an ordinary resolution was passed by the companypany in general meeting by the votes of Nazar and George Nazar removing Ebrahimi from the office of director.
Since that date and until October 1965, the Board of Directors of the companypany companysisted of R.P.J., P.C.J. and D.J. In or about the month of October, 1965, V.D.J. got his son, Vinode Kumar Jhunjhunwalla, appointed as the Technical Director of the companypany.
1500.00 from September 1, 1964.
It is alleged that after trying to take wrongfully and illegally full companytrol and management of the affairs of the companypany in order to oust R.P.J. group, V.D.J. ultimately succeeded in getting hold of Directors Minute Books and the Minute Books of the General Meetings of the companypany.
V.D.J. asked for and received daily reports of the working of the factory and of the business of the companypany from R.P.J. and gave detailed instructions even relating to the daily administration.
R.P.J. has been acting as the Director in charge throughout since his appointment at a Board meeting held on November 23, 1957.
1.87 lakhs.
V.D.J. group caused an advertisement to be published in the Vishwamitra on or about May 20, 1966, intimating the cancellation of powers in favour of R.P.J. D.J. taking advantage of the majority holding of shares by himself and the members of group, caused to be issued through certain shareholders belonging, to his group a requisition dated May 28, 1966, for calling an Extra ordinary general meeting with a view to remove R.P.J. and C.J. as directors of the companypany and to appoint other persons belonging to their group in their places instead.
It is also alleged that the liabilities of the companypany would exceed its assets and the same was number companymercially solvent.
