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1998 DIGILAW 177 (GAU)

Chandmall Pincha v. Hathimal Pincha

1998-06-17

D.N.CHOWDHURY

body1998
The appeal under section 10F of the Companies Act is arising out and directed against an order passed by the Company Law Board (CLB in short), Principal Bench, New Delhi, in CP No. 17 of 1996 dated 11.6.1998. The above order in fact is an upshot of its earlier judgement and order dated 10th January, 1997 in a proceeding under Chapter VI of the Act before the CLB, questioning among' others the decision to raise the authorised and paid up capital, the issue and allotment of 4,000 equity shares of Rs.100/- each to the respondent of the CP No. 17/96 as well as the appointment respondent No.4 as the Director. The CLB did not accept the plea of oppression due to non appointment of NK Pincha (petitioner there) as Director, the appointment of Rajib Pincha (respondent No.4) as the new Director. The CLB however on assessment of the fact situation, set aside the allotment of 4,000 shares to the 6th respondent. To resolve the impasse, the CLB ordered both the groups their bid for the shares in the company whoever offers the highest bid, is to take control of the company. Both the parties preferred appeals before this Court which were numbered and registered as OJ (Company Appeal) No.42 of 1997 and OJ (Company Appeal) No.44 of 1997, and by a common judgment and order dated 18.3.1998, both the appeals were dismissed, consequently the parties offered their respective bids and acted as per the decision of the CLB. The respondents offered a price of Rs.11,004 per share while the appellants offered the price of Rs.7,771 per share. As per its judgment and order dated 10.1.1997. which was up “held in appeal, the CXB directed the respondents, the appellants here, to sell their shares at Rs. 11,004 per share to the petitioners, the respondents in this appeal. The total amount for2,325 shares was worked out by the CLB at Rs.2,55,84,300. Respondents were ordered to pay Rs.35 lakhs on or before 2.7.1998 and balance in one or more instalments by 11.8.98. After the entire consideration is paid, these shares will be transferred in the name of the petitioners (respondents herein) or their nominees. A Board is reconstituted for the interregnum which also included t le appellant No. 1, Mr. Chand Mall Pincha. After the entire consideration is paid, these shares will be transferred in the name of the petitioners (respondents herein) or their nominees. A Board is reconstituted for the interregnum which also included t le appellant No. 1, Mr. Chand Mall Pincha. The CLB by its above order prohibited the private sale of tea, incurring any expenditure other than normal course of business and restrained the company from disposing the assets of the company. Any payment exceeding Rs.20,000/- is to be made by cheques jointly signed by the appellant No. 1, Mr. Chand Mall Pincha, and one of the Directors from the side of the respondents. The above order contains the following stipulations: 'The unsecured loans provided by the respondents which according to them is of the order of Rs.27,5 lakhs and subject to verification by the statutory auditors, shall also be paid during this period. All the payments shall be by way of demand drafts in the name of Shri CM Pincha and shall be handed over LP Agarwala & Co. Advocates on record, under acknowledgement. Should there be any default in making the payment of either the first instalment on the stipulated date or balance on or before 11.8.1998, as stipulated in our order dated 9th June, 1997, the respondents will be at liberty to purchase the shares of the petitioners @ 7,771 as offered by them. The present Board of Directors will cease to function with immediate effect and the Board as referred to by us in the second paragraph will assume charge of the management of the company. Should there be any default in payment of the first instalment on 2nd July, 1998 or the final payment by 11.8.1998, the respondents are at liberty with notice to the other side, to mention the same before us for further directions. No further extension beyond 11.8.1998 will be allowed for making the full payment. The present Board of Directors shall hand over all the documents and other connected papers to the petitioner's group within a week's time. We also appoint Shri Mohanty, Bench Officer, Calcutta to supervise the handing taking over the documents and other records of the company. The company will provide transport and other assistance to Shri Mohanty and pay him Rs. 3,500/- as his honorarium. We also appoint Shri Mohanty, Bench Officer, Calcutta to supervise the handing taking over the documents and other records of the company. The company will provide transport and other assistance to Shri Mohanty and pay him Rs. 3,500/- as his honorarium. The handing and taking over of the records will commence on Monday and be completed late; t by Thursday (15 to 18 June, 1998). The newly constituted Board shall be at liberty to take all decisions relating to operation of Bank accounts and all other earlier instructions to the Banks by earlier Board of Directors shall cease to be n force.- The Banks will act on the authority of this order. In case the other minority shareholders wish to sell their shares to the petitioners, they may do so at the same price of Rs. 11,004 per share and this amount shall .be paid in one or more instalment within a period of six months, from the date of after sale. All interim orders are vacated except the one relating to keeping in abeyance the decision taken in the recently held EOGM. The above directions have the concurrenceiof the parties and dictated in their presence.” 2. Mr. Anil Kumar Bhattacharyya, the learned senior counsel, assisted by Ms Usha Barua, Mr. Apurba Sarma, Mr. Arup Kumar Sharma for the appellants assailed the above order mainly on the ground that the CLB erred in law in handing over the management of the company to the respondents without any consideration Rs. 15,000/- already paid in compliance with this Court's interim order dated 13.6.92 shall be deducted from the said amount. 8. In the facts and circumstances of the case, the parties are left to bear their own costs.