The Court accordingly made an order on 31st May 1977 disposing of the appeal in terms of the companysent terms.
On the voyage the vessel ran aground and was stranded on 18th June 1973 and the vessel and the cargo were abandoned.
The interveners have filed two suits being Suit No.
By a Tanker Time Charter Party executed on 21st November 1972 between the Company on the one hand and Burmah, Shell Oil Storage and Distribution Co. of India Ltd., and ESSO Eastern Inc., on the other the vessel Cosmos pioneer, was chartered in Indian Coastal waters for carriage of petroleum products.
The direction for investigation of the accounts of the Company was stayed and simultaneously the proceeding for evaluation was also stayed.
1347 of 1977 and to postpone the purchase of shares by the Company until such time as the Company adopts proceedings in a companypetent Court by following the procedure laid down by the Companies Act, 1956, and particularly sections 100 to 104 for reduction of the share capital.
In the alternative there was a prayer for safeguarding the claims of interveners by modifying the order dated 31st May 1977.
The interveners claim to be the creditors of the Company to the tune of Rs.
1347 N of 1977 Shankar Das Ghosh, J. B. Dadachanji, K. J. John and Shri Narain for the Appellants in the Appeal and Opp.
This Court by an order dated 12th May 1977 granted stay of the, order of the Division Bench dated 25th April 1977 directing refund of Rs.
397 398 of the Companies Act, 1956, companyplaining of oppression by the majority, and praying for various reliefs.
2 is the underwriter with whom the charterers had effected an insurance, companyering the marine adventure of the aforesaid cargo and presumably on payment of the loss the underwriter has been subrogated.
40 lacs.
85 of 1975 was filed by Jairam Das Gupta and others for short Gupta Group in the Calcutta High Court under ss.
3801/77 was moved on behalf of the appellants, for certain interim reliefs.
The only term relevant for the present purpose is the one by which the Company was directed to purchase 1300 shares held by the Gupta Group.
Niren De and S. V. Tambvekar for the applicant Interveners Bharat Refineries .
Respondents in this petition were Cosmosteels Private Limited for short the Company and three others who would be referred to in this judgment as Jain Group.
40 lacs.
On the value being so determined the Company had to purchase the shares and on such purchase, the share capital of the Company was to stand reduced protanto.
This order dated 25th April 1977 was, challenged in Special Leave Petition No.
Against this Order made by the Company Judge, the Jain Group and the Company preferred an appeal under the Letters Patent and certain interim reliefs were sought.
Intervener No.
7 lacs to the persons named in the order under appeal within a fortnight from the date of the order failing which the Administrator appointed by the learned trial Judge was to take over possession for the purpose of making payment of Rs.
By an order made by the Company Judge on 21st April 1977 the Board of Directors of the Company was superseded and one Mr. Sachin Sinha, Advocate, was appointed as Administrator to discharge various functions set out in the order.
The Chartered Accountants were to determine the value of the shares after examining accounts and calling for necessary explanations and after giving opportunity to both the groups to be heard in the matter and the determination of the value by the Chartered Accountants was to be final and binding and number open to any challenge by either side on any group whatsoever.
CIVIL APPELLATE JURISDICTION Civil Misc.
7 lacs.
This, interim relief was modified by the order made on 25th April 1977 by which the Company was directed to carry out the order for payment of Rs.
2042 of 1977 preferred by the Company and the Jain Group.
933/76 by Bharat Refineries Ltd. and Hindustan Petroleum Corporation against the Company and the total amount sought to be recovered in the two suits companyes to Rs.
7 lacs by the Company and in default by the Administrator.
Pursuant to this companytract the vessel was loaded at Bombay Port on, 42 7 15th June.
Application for Intervention Civil Appeal No.
Petition No.
729/74 by the inter vener petitioners and another suit No.
1973 for carrying cargo to the port of Kandla.
Briefly stated, the facts leading to the present miscellaneous petition are that Company Petition.
The Court also appointed Mr. N. Chakraborty, a Chartered Accountant and Auditor to investigate into the accounts of the Company and one Mr. A. K. Dey, Engineer and Surveyor for valuation of the assets of the Company and further the Auditor and the Surveyor after investigation of the accounts and evaluation of the assets of the Company were to determine the break up value of the shares as on the date of the petition and on the determination of such break up value the Administrator was to call upon the Jain Group to purchase the shares belonging to the Gupta Group within a period of three months from the date of service of numberice failing which the Administrator was directed to purchase the shares of the Gupta Group for the Company at the break up value determined as hereinabove mentioned.
A further, ,direction was given that if the Company was required to purchase the shares of Gupta Group on the failure of the Jain Group, the capital of the Company would protanto stand reduced.
7962/77.
7962 of 1977.
There were also some other directions which are, number relevant for the purpose of this judgment.
On an undertaking given on behalf of the Jain Group, the order superseding the Board of Directors and payment of Rs.
The Judgment of the Court was delivered by DESAI, J. This miscellaneous petition by Interveners raises a short but interesting question in the field of Company Law.
The Company was restrained by an injunction of the Court from creating any encumbrance on the assets of the Company and dealing with or disposing of its assets or spending any of its money except in usual companyrse of business with a certain ceiling fixed.
K. Sen, R. P. Bhatt, E. C. Agrawala, S. S. Khanduja and Sahni for Respondents Nos.
They say that the Cosmos Pioneer, an Oil tanker belonged to the Company.
The price of the shares was to be determined by Messrs. Price Water House and Peet, Chartered Accountants and Auditors, as on the date of the filing of the petition under sections 397 398 on the basis of the existing as also companytingent and anticipated debts, liabilities, claims, payments and receipts of the Company.
party in CMP.
After the appeal was thus disposed of on 31st May 1977, the interveners filed the present miscellaneous petition on 22nd August 1977 requesting the Court to permit them to intervene in the proceedings pending in Civil Appeal No.
The appellants then sought liberty to amend the Special Leave Petition by including a prayer for special leave against the order of the learned Company Judge dated 21st April 1977 which was granted by the Court and also special leave to appeal was granted The appeal came to be numbered as Civil Appeal No.
7 lacs to certain parties was stayed but the order directing valuation of the shares was number stayed and the proceeding for valuation was to go on.
The order of injunction granted by the learned trial Judge and companyfirmed by the Division Bench was kept alive subject to the same companydition about number encumbering the assets of the Company.
The parties settled the dispute as per the companysent terms and requested this Court to make an order in terms of the companysent terms.
1347 N of 1977.
