Judgment : PINAKI CHANDRA GHOSE, J. (1.) This application is directed against an order dated April 18, 2008, passed by the Honble first Court in three applications being G.A. No. 2676 of 2007, G.A. No. 3854 of 2008 and G.A. No. 902 of 2008. (2.) The facts revealed that on August 10, 2007, the plaintiffs Fiona Roy, Pavitra Roy and Aakash Roy filed a suit being C.S. No. 181 of 2007, inter alia praying for the following reliefs: "a) A decree of declaration declaring that the plaintiffs are the share holders in respect of 30,100 equity shares valued at Rs. 10/- each of the defendant No.4 on and from May 21, 2007: b) A decree of declaration that the defendant Nos. 2 and 3 are not entitled to represent the company, being the defendant No.4 in any manner whatsoever; c) A decree of perpetual injunction restraining the defendant Nos. 2 and 3 and defendant No.4 and/or their employees, agents, servants, assigns from withdrawing any money from the bank accounts of the defendant No.4, including those particulars whereof are given in paragraph 5 hereinabove and/or from withdrawing the Title Deeds in respect of the properties mentioned in paragraph 8 hereinabove which is lying with the defendant No. 1. d) A decree of perpetual injunction restraining the defendant Nos. 2 and 3 their agents, servants, assigns from transferring, dealing with, disposing of, alienating and/or creating any third party interest in respect of the assets and the properties of the defendant No.4 including the properties mentioned in paragraph 5 and 8 hereinabove; e) A decree of perpetual injunction be passed restraining the defendant Nos. 2 and 3 their agents, servants, assigns from transferring, dealing with, disposing of, alienating and/or creating any third party interest in respect of the assets and the properties of the defendant No.4 including the properties mentioned in paragraph 5 and 8 hereinabove; e) A decree of perpetual injunction be passed restraining the defendant Nos. 2, 3 and 4, their servants, agents, successor-in-office, assigns successor-in-interest, and/or each one of them from withdrawing any money lying in the bank accounts particulars whereof are given in paragraph 5 hereinabove and also from any other bank accounts in the name of the defendant No.4; f) A decree of perpetual injunction restraining the defendant No. 1 from handing over the Title Deeds, particulars whereof are given in paragraph 8 hereinabove to the defendant No.2 and/or defendant No.3 and/or defendant No.4 and/or their employees, agents, servants and assigns; g) A decree of mandatory injunction directing the defendant No. 1 to hand over the Title Deeds in respect of the properties mentioned in paragraph 8 hereinabove to the plaintiffs; h) A decree of mandatory injunction be passed directing the defendant No. 1 and defendant No.5 not to allow any withdrawal of money from the accounts particulars whereof are given in paragraph 5 hereof, by and/or on behalf of the defendant No.2 and/or the defendant No.3 and/or the defendant No.4; i) Receiver; j) Injunction; k) Attachment before judgment; l) Costs: m) Further and/or other reliefs." (3.) The plaintiffs/respondents filed the said suit claiming to be the successors of one Soumendra Prakash Roy, since deceased, the promoter/director of the appellant company and further claimed right over the 30,100 equity shares in the appellant company which were standing in the name of the said Soumendra Prakash Roy, since deceased. (4.) The plaintiffs were claiming the right of the assets and properties of the petitioner company as the successors of the said deceased including the immovable property being Flat No. 3F, at premises No.216, A.J.C. Bose Road, Kolkata and further the bank account of the company maintained with the Standard Chartered Bank and State Bank of India being the respondent Nos. 4 and 7 herein. (5.) It appears that prior to March 19, 2007 the said Soumendra Prakash Roy, since deceased, holding the paid share capital of the appellant company, saved 100 shares which were issued in the name of the defendant No.2 Prabuddha Choudhury. 4 and 7 herein. (5.) It appears that prior to March 19, 2007 the said Soumendra Prakash Roy, since deceased, holding the paid share capital of the appellant company, saved 100 shares which were issued in the name of the defendant No.2 Prabuddha Choudhury. On March 19, 2007, the company issued and allotted 1,89,188 equity shares of Rs.10/- each at a premium of Rs.35/- in favour of one L.A. Schuessler. (6.) The said allotment was made in a Board Meeting and the said Soumendra Prakash Roy, since deceased, was appointed as a Director of the petitioner company. The extract of the Board Meeting Resolution was also annexed to the Stay Petition and the necessary form was also furnished with the Registrar of Companies. It appears that subsequent to the death of Soumendra Prakash Roy on 25th June, 2007 and on 10th August, 2007 further 1,30,292 shares and 32,602 equity shares respectively had been issued to the said L.A. Schuessler and the shareholdings of L.A. Schuessler in the said company went up to 3,52,082 against the shareholding of the plaintiffs predecessors-in-interest which stood static at 2,99,300 and the insignificant 100 shares were standing in the name of Prabuddha Choudhury. (7.) It is the case of the appellant company that the shareholding in the company was increased upon compliance with all the formalities of the provisions of Company law and due returns have been filed. It is the further case of the appellant company that during the lifetime of Soumendra Prakash Roy, since deceased, one Abhinandan Sengupta was appointed as the Executive Director in the Board Meeting held on May 14, 2007 and Form No.32 was also filed with the Registrar of Companies in respect of such appointment. (8.) It is submitted that Form No.2 and Form No.5 were also filed with the Registrar of Companies as required under the provisions of the Companies Act, 1956 (hereinafter referred to as "the said Act"). (9.) The case of the company that L.A. Schuessler, being a member of the company, made all the remittances through State Bank of India, Chandni Chowk Branch, and Standard Chartered Bank, Shakespeare Sarani, Kolkata and the shares were allotted in favour of him and presently having a majority shareholding to the extent of 54.06% in the company. (9.) The case of the company that L.A. Schuessler, being a member of the company, made all the remittances through State Bank of India, Chandni Chowk Branch, and Standard Chartered Bank, Shakespeare Sarani, Kolkata and the shares were allotted in favour of him and presently having a majority shareholding to the extent of 54.06% in the company. (10.) It is further case the case of the company that the company is engaged in supplying engineering spares and materials of different parts to the different companies including Coal India Ltd. It is the further case of the appellant company that apart from flat where the Registrar office of the company situated, the company has no other assets excepting four motor vehicles. Apart from those assets, the appellant does not have any other asset or property elsewhere. (11.) After the death of Soumendra Prakash Roy, the company received a fetter dated 25th July, 2007 from Smt. Sipra Roy and Miss. Munmun Roy who claimed to be the heirs and legal representatives of the deceased. The shareholdings of Soumendra Prakash Roy, since deceased, which were claimed by Smt. Sipra Roy and Miss. Munmun Roy, were requested to transfer in their favour. Subsequent thereto, the company received a letter dated 1st August, 2007 from Mrs. Fiona Roy who also claimed to be the widow of the said Soumendra Prakash Roy and requested to transmit the shareholdings in her favour as also in favour of her two children, the plaintiffs. (12.) Accordingly, the company asked both the said Smt. Sipra Roy and Mrs. Fiona Roy to produce the necessary documents in their favour including the Succession Certificate in support of their claims. Mrs. Sipra Roy and Miss. Munmun Roy produced a Succession Certificate dated November 26, 2007 in respect of 2,99,300 equity shares of Soumendra Prakash Roy, since deceased, in the appellant company as also the amount standing in the personal name of Soumendra Prakash Roy, since deceased, with Standard Chartered Bank. However, no succession documents were produced on behalf of the plaintiffs/the respondents herein. Thus, the suit was filed by Mrs. Fiona Roy and in the said suit the Interlocutory Application was filed before the Honble First Court. However, no succession documents were produced on behalf of the plaintiffs/the respondents herein. Thus, the suit was filed by Mrs. Fiona Roy and in the said suit the Interlocutory Application was filed before the Honble First Court. (13.) At the time moving the said application being G.A. No. 2670 of 2007 on behalf of the plaintiffs so far on 16th August, 2007 an ex-parte ad-interim order was passed restraining the appellant and others not to transact any business in the accounts and not to handover the Title Deeds of the flat in question and further injunction was granted not to create any third party interest in respect of the motor vehicles, in question. Further on September 20, 2007, the Court was pleased to appoint a Receiver and to make inventory in respect of the flat in question. (14.) It is the case of the appellant company that the effect of the interim order which was passed by the Court was the total stoppage of operation of the bank account of the company and consequently operation of day-to-day business/functioning of the company had been stopped. (15.) On October 11, 2007, the company filed an application for vacating the interim order passed by the Court. Subsequent thereto, further application was filed by the appellant company on March 20, 2008 for early disposal of the application being G.A. No. 2676 of 2007 and G.A. No. 3854 of 2008. The company also prayed for liberty to operate its bank accounts with defendant No. 1 and the defendant No.5 in its usual course of business and further prayed liberty to use the motor vehicles standing in the name of the company exclusively for its commercial activities. Those three applications were disposed of by His Lordship when His Lordship was pleased to direct that the company has to be retained its position which was prevailing at the time of the death of the predecessor-in-interest of the plaintiffs and His Lordship was pleased to direct further that all monies taken out of the companys accounts by the company through the human agency of whoever may be in control thereof subsequent to the death of the plaintiffs predecessors-in-interest have to be returned to the accounts of the company maintained with the banks which are parties to the present proceedings. (16.) His Lordship was further pleased to direct as follows: "Mr. (16.) His Lordship was further pleased to direct as follows: "Mr. Sudip Deb, Advocate as receiver to forthwith take possession of the company, all its books, records, documents and all its assets. The erstwhile receiver is discharged. The receiver will make an inventory of all documents that are available at the registered office of the company. The receiver will remove the Share Register and the Minutes Books relating to directorial and shareholders meetings and keep the same either in his personal custody or at a place within the registered office to which only the receiver will, for the moment, have access. The receiver will lock the registered office of the company and will not permit any of the companys representatives to enter the registered office of the company pending further orders for which the parties may apply. The receiver will be paid an initial remuneration of 1000 GMs by the plaintiffs at the first instance. The money that the bank has returned to the companys accounts may be considered at a later stage on the banks application. The plaintiffs interlocutory application being G.A. 2676 of 2007 is disposed of without any order as to costs and on the above basis. " (17.) His Lordship was also pleased to dismiss the application being G.A. No. 3202 of 2007 and the applications which were filed by the company for vacating the interim order being G.A. No. 3854 of 2007 and G.A. No. 902 of 2008 for early hearing of the applications. (18.) Being aggrieved, this application has been filed by the appellant company. (19.) In the appeal, being G.A. No. 1592 of 2008, an application had been filed on behalf of L.A. Scheessler as an intervener and the case of L.A. Scheessler made out in the said application is that L.A. Scheessler is a German nationale and is a Mechanical Engineer by profession. He is engaged in the business of selling of mining equipments, spares and accessories and was working with Orrenstien and Kopple Ag. Dotmund, Germany as Managing Director-in-Charge of its operation in the far eastern countries. Subsequent to his retirement, he carries on business under the name and style of "Macparts Resources Pvt. Ltd". (20.) The case of L.A. Scheessler is that he came to know of Mr. Soumendra Prakash Roy, since deceased, in 1986 who was working as a local agent of the said Orrenstien and Kopple Ag. Subsequent to his retirement, he carries on business under the name and style of "Macparts Resources Pvt. Ltd". (20.) The case of L.A. Scheessler is that he came to know of Mr. Soumendra Prakash Roy, since deceased, in 1986 who was working as a local agent of the said Orrenstien and Kopple Ag. Dotmund, Germany in Kolkata. During his employment he also came to know Mr. Prabuddha Choudhury who was carrying on business in Kolkara under the name and style of "International Consultants" which ultimately lead to the formation of Montan Equipment and Allied Services Pvt. Ltd. (hereinafter referred to as "Montan") was floated in the year 1986 with the direction of the L.A. Scheessler and Mr. Soumendra Prakash Roy, since deceased and Prabuddha Choudhury. The said Montan came into existence on 20th August, 1986. At tne request of Mr. Soumendra Prakash Roy, since deceased, L.A. Scheessler invested funds for smooth operation of the said business and in fact invested substantial amounts towards purchase of shares. On the basis of such understanding on diverse dates, a total sum of Rs.85,13,490/- was sent by L.A. Scheessler towards equity participation of the company and it was agreed amongst Mr. Soumendra Prakash Roy, since deceased and Mr. Prabuddha Choudhury and L.A. Scheessler that investments which would be made by the applicant in the company as a consideration for allotment of equity shares in favour of L.A. Scheessler. As a result whereof on 13th June, 1998 in the name of the company 50,000 Singapore Dollar equivalent to Rs. 12,68.400/- were remitted towards equity contribution. (21.) On 13th of July. 1998 the 1.30.000 Singapore Dollar equivalent to Rs.31,52,500/-was again remitted in the name of the company towards equity contribution and on 31st of August, 1998 further remitted the second investment in the name of the company for 83,000 Singapore Dollar equivalent to Rs. 19,65,350/- and further on 16th September, 1998 the applicant remitted the third investment in the name of the company for 87,000 Singapore Dollar equivalent to Rs.21,27,150/- towards equity contribution. The relevant certificates of Foreign Inward Remittance were also annexed in the application. It is further stated that during June, 2007 and August, 2007 L.A. Scheessler again remitted advance against the share capital in favour of the company. The certificates wherein are also annexed to the application. The relevant certificates of Foreign Inward Remittance were also annexed in the application. It is further stated that during June, 2007 and August, 2007 L.A. Scheessler again remitted advance against the share capital in favour of the company. The certificates wherein are also annexed to the application. It would be evident from the said document that the said remittance has been clearly specified as "share application funds". Thus, he altogether invested a total sum of Rs. 1,01,42,439.15 in the company for allotment of shares since shares were not allotted inspite of remittances the matter was taken up by Mr. Soumendra Prakash Roy, since deceased and ultimately in a Board Meeting held on 19th March, 2007, 1,89,188 equity shares of Rs. 10/- each at a premium of Rs.35/-each fully paid were also in-favour of L.A. Scheessler out of: "share application". (22.) The applicant was also appointed as a Director of the said company which would be evident from the minutes of the meeting held on 19th March, 2007 which was presided over by Mr. Soumendra Prakash Roy, since deceased and in support of allotment of such equity shares, requisite Form No.2 and Form No.5 under the Companies (Court) Rules, 1959 were filed with the Registrar of Companies. It is also the case of the intervener that the allotment of shares at a premium to L.A. Scheessler was unfair on behalf of the company since the allotment of shares in favour of Mr. Soumendra Prakash Roy, since deceased was made at Rs. 10/- per share on 3rd October, 2006 which was also protested by sending an electronic mail message to the Chartered Accountant of the company on 27th May, 2007. The Form No.32 would show that L.A. Scheessler was appointed as the Director of the company which was filed with the Registrar of Companies. (23.) The sharehoidieig pattern upto 2003 in the said company are as follows: (24.) After 2003, there has been a change in the pattern of shareholding as would be evident from the table mentioned herein below: (25.) The balance-sheet of Montan clearly acknowledges the payments that were remitted to Montan by the applicant towards equity participation. (23.) The sharehoidieig pattern upto 2003 in the said company are as follows: (24.) After 2003, there has been a change in the pattern of shareholding as would be evident from the table mentioned herein below: (25.) The balance-sheet of Montan clearly acknowledges the payments that were remitted to Montan by the applicant towards equity participation. (26.) L.A. Scheessler have ascertained from Montan that the non-issue of share and the entry in the balance-sheet showing that the substantial amount had come from the applicant as a debt was not approved by the Registrar of Companies and it was on the basis of such observation made by the office of Registrar of Companies. Mr., Soumendra Prakash Roy, since deceased, had decided that the said share application money should not be treated as a debt and shares should be issued to the applicant. Sipra Roy and Miss. Munmun Roy at Sealdah Court, claiming themselves to be the legally married wife and daughter of Mr. Soumendra Prakash Roy, since deceased and further the said right of the parties has not yet been ascertained by the Court and the Court stopped a running business of the company which should not have been done before coming to the conclusion about the heir-ship of Mr. Soumendra Prakash Roy, since deceased. (27.) After the shares have been issued in favour of L.A. Scheessler in July-August, 2007, the final shareholding pattern as on 31st August, 2007 are as follows : (28.) It is the further case of L.A. Scheessler that he had remitted 60,000 Euro and on 2nd May, 2007, on the representation of Mr. Soumendra Prakash Roy, since deceased, for his treatment. It is the further case of L.A. Scheessler that the Board Meeting in which the shares were allotted are not under challenge. In fact, the plaintiffs could not have challenged such allotment since she was never connected with the said company. From the facts it would show that L.A. Scheessler has a considerable stake in the company. (29.) The order so passed by the Court to the detriment of the interest of L.A. Scheessler and in the absence of L.A. Scheessler, no order should have been passed. (30.) The status of the plaintiffs is also undisputed. Therefore, Court should not have passed such injunction stopping a running business of the company. Hence, the interest of the intervener has also been immensely prejudiced. (30.) The status of the plaintiffs is also undisputed. Therefore, Court should not have passed such injunction stopping a running business of the company. Hence, the interest of the intervener has also been immensely prejudiced. Hence, this application has been filed praying for leave to intervene in the appeal. (31.) Mr. Hirak Mitra, learned senior Advocate appearing on behalf of the appellant in support of this appeal contended that the suit has been filed by Mrs. Fiona Roy and two of her children. The principal question that was required to be decided whether Mrs. Fiona Roy had the right to institute the suit as the widow in as much as the documents like Passports of one, Smt. Sipra Roy and Miss. Munmun Roy would clearly show that Smt. Sipra Roy was married to Mr. Soumendra Prakash Roy, since deceased and Miss. Munmun Roy is her daughter which has been specifically stated in those documents and apart from Passports, Admit Card of Miss. Munmun Roy there is a clear admission of Mr. Soumendra Prakash Roy, since deceased, that Miss. Munmun was his daughter. (32.) It is further submitted that there was no prayer challenging the decisions taken at the Board Meetings of the Company held on 19th March, 2007, 14th May, 2007, 25th July, 2007 and 10th August, 2007. In other words, the plaintiffs in the suit have not challenged the decisions for issuance and allotment of shares in favour of L.A. Scheessler and the appointment of L.A. Scheessler and Mr. Abhinandan Sen Gupta as Directors of the company. From the facts it would further be evident that the suit was filed by Mrs. (33.) He further pointed out that from the plaint it would be evident that there is no grievance made by Mrs. Fiona Roy with regard to the manipulation of the company in question. The allegation was made against Mr. Prabuddha Choudhury with regard to the manipulation with the affairs of the company; but no records were produced before the Court which would give a reflection of such manipulation in the records. (34.) Mr. Mitra further pointed that the Honble First Court has questioned the legality and validity of the issue of shares in March/May, 2007. He also submitted that it is to be noted that such shares were issued in favour of L.A. Scheessler and not in the name of Mr. Prabuddha Choudhury or Mr. (34.) Mr. Mitra further pointed that the Honble First Court has questioned the legality and validity of the issue of shares in March/May, 2007. He also submitted that it is to be noted that such shares were issued in favour of L.A. Scheessler and not in the name of Mr. Prabuddha Choudhury or Mr. Abhinandan Sen Gupta. He submitted that there was no conspiracy between these persons, if there was any, then shares could not have been issued in the name of L.A. Scheessler. It is also to be noted that the concerned Board Resolutions were signed by the Late Soumendra Prakash Roy. A challenge was thrown on behalf of the plaintiffs with regard to the filing of Form No.2 and Form No.32 with regard to L.A. Scheessler with Registrar of Companies were beyond the prescribed time. (35.) He also submitted that Form No.2 with regard to the allotment of 1,89,188 equity shares in favour of L.A. Scheessler was duly filed with the Registrar of Companies on 17th April, 2007 within the stipulated period. Since it was found that the submission of the said Forms was illegible, the Registrar of Companies requested the appellant company to re-submit the said Form No.2 in a legible state and the said Form No.2 was re-submitted on 23rd February, 2008 with the Registrar of Companies. With regard to the allotment of 1,89,188 equity shares in favour of L.A. Scheessler was carried out in accordance with law and within the prescribed period. Therefore, the allegation of manipulation of documents and submission of documents is totally wrong. The Form No.32 with regard to the appointment of L.A. Scheessler as a Director of the company on 19th March, 2007 was filed with the Registrar of Companies on 13th August, 2007. The reason for delay in depositing Form No.32 was in view of the fact that Director Identification Number (hereinafter referred to as the "DIN") was received from L.A. Scheessler in August, 2007. Since he is a foreign national, the registration of DIN took sometime and was allotted in August. 2007 by the Registrar of Companies. In view of the same, additional fees of Rs.2,000/- had to be paid for submission of the said Form No.32 before the Registrar of Companies. Since he is a foreign national, the registration of DIN took sometime and was allotted in August. 2007 by the Registrar of Companies. In view of the same, additional fees of Rs.2,000/- had to be paid for submission of the said Form No.32 before the Registrar of Companies. Therefore, it would be evident from such fact that the company had no ill motive in depositing the said From No.32 with regard to the appointment of L.A. Scheessler as a Director beyond the time as prescribed. The said Form No.32 cannot said to be manipulated or concocted as sought to be alleged by the respondent No. 1. (36.) Mr. Mitra further contended that the Honble Court even without any prayer in the Interlocutory Application for appointment of Receiver, appointed a Receiver to take charge of entire affairs of the company and to close down its business. The Honble Court passed an order which was not in fact preyed before the Court. (37.) He also submitted that without deciding the issue that who are the legal heirs of Mr. Soumendra Prakash Roy, since deceased, no order could have been passed by the Court. The plaintiffs cannot dispute the minutes of the Board Meetings dated 19th March, 2007 and 14th May, 2007 which were signed by late Soumendra Prakash Roy. Therefore, the allotment of 1,89,188 shares were issued during the lifetime of Mr. Soumendra Prakash Roy, since deceased and therefore, the Honble Court in holding that only after the death of Soumendra Prakash Roy, since deceased, there has been a change in controlling of shareholding of the company is not correct. The minutes of the meetings which were held on 19th March, 2007 and 14th May, 2007 have not been challenged in the suit although the plaintiff knew about that and has not challenged the same. Therefore, the Court was not justified in passing the impugned judgment thereby closing down the business of the company. (38.) In these circumstances, Mr. Mitra further submitted that the order should be set aside. (39.) Mr. Mitra further submitted that the conduct of the plaintiff Mrs. Fiona Roy is also not beyond doubt and she has made false statements in the pleadings and even she has made a reckless allegation doubting relationship of Miss. Munmun Roy with Mr. Soumendra Prakash Roy, since deceased. (40.) In these circumstances, Mr. (39.) Mr. Mitra further submitted that the conduct of the plaintiff Mrs. Fiona Roy is also not beyond doubt and she has made false statements in the pleadings and even she has made a reckless allegation doubting relationship of Miss. Munmun Roy with Mr. Soumendra Prakash Roy, since deceased. (40.) In these circumstances, Mr. Mitra submitted that the shares of the company belonging to the legal heirs of Soumendra Prakash Roy, since deceased, should be valued by a Court appointed Valuer and upon such valuation, the company deposited the value of such shares in the Court in order that the rightful heirs of Mr. Soumendra Prakash Roy, since deceased, would be entitled to the value of the said shares. (41.) On behalf of L.A. Schuessler it has been submitted that the objection which nas been raised before the Honble Judge have not been considered at all. (42.) He submitted that the Honble Judge ought to have realised that the right of the applicant would be seriously affected in the event any order is passed in his absence and accordingly should nave held that in absence of the applicant intervenor the plaintiffs would not be permitted to proceed and he relied upon a decision reported in 1956(1) ALL ER 273 (Amon v. Raphael Tuck and Sons, Ltd.). It is further submitted that the application should be dismissed for non-joinder of necessary parties. (43.) It is further submitted that the Honble First Court has rightly exercising the discretion and had applied wrong principle. It is submitted that there has been a complete mis-direction of law and fact. (44.) In these circumstances, Mr. Mitra submitted that the decision of the Honble First Court is nothing but miscarriage of justice and he relied upon a decision reported in 1999(6) SCC 222 (Shiv Sarup Gupta v. Dr. Mahesh Chand Gupta). Hence, he submitted that the said order should be set aside. (45.) Mr. Pradip Kumar Ghosh, learned Senior counsel appearing on behalf of the respondent contended that the application for intervention has not been verified by L.A. Scheessler himself. The said application does not disclose any address of the applicant. It is submitted that the applicant knew of the interim order restraining operation of the bank accounts and he also knew of the application for vacating the interim order dated 16th August, 2007. The said application does not disclose any address of the applicant. It is submitted that the applicant knew of the interim order restraining operation of the bank accounts and he also knew of the application for vacating the interim order dated 16th August, 2007. In spite of that the applicant has failed to explain as to why he has not made any application before the Honble First Court. (46.) Admittedly, he has not filed any application for added as a party before the Trial Court and the intervenor presumably after taking legal advice waited in the wings, watched the entire proceedings before the Honble First Court. After being unsuccessful before the Honble First Court, the intervenor filed this application. Hence, he submitted that the application for intervention should be dismissed with cost and he relied on the decision in the case of Rajasthan Public Service Commission v. Harish Kumar Purohit, reported in (2003) 5 SCC. (47.) On merits the application of L.A. Scheessler as a shareholder-cum-director of the company did not disclose his address, his fathers name and other particulars. Hence, on that ground alone the said application should be dismissed. (48.) It is further pointed out that the resolution regarding appointment of the Director has been filed on August 13, 2007 when the statutory due date expired on April 19, 2007 (vide section 75(1)(A) of the Companies Act, 1956). (49.) It is further pointed out that the issuance of shares were filed before the Registrar of Companies, which were only on February 13, 2008 long after the institution of the suit and the injunction petition. The documents according to him, are nothing but prepared for the purpose of the suit in question. There is no explanation as to why he has not taken any steps in respect of his investment in the company. The documents which were annexed, are all manufactured documents and from the fact that there is no mention of these documents filed by L.A. Scheessler, although the application has been filed on the basis of power of attorney and the power of attorney has not been placed and/or produced in this Court. In these circumstances, he submitted, the said intervention application should be dismissed. (50.) Mr. Pradip Kumar Ghosh, learned senior counsel further contended that admittedly on the date of death of Mr. Soumendra Prakash Roy he was holding 99.97% shares of the appellant company. In these circumstances, he submitted, the said intervention application should be dismissed. (50.) Mr. Pradip Kumar Ghosh, learned senior counsel further contended that admittedly on the date of death of Mr. Soumendra Prakash Roy he was holding 99.97% shares of the appellant company. It is also admitted that plaintiff No. 1 along with her husband, since deceased, jointly applied to Standard Chartered Bank, Kolkata under the capacity of husband and wife. The respondent has also produced Marriage Registration Certificate before this Court. He further submitted that Mr. Prabuddha Choudhury is the man who is under the control of the company and after filing of the suit and applications before the Trial Court and he brought others before the Court to contest the proceedings. The suit which was filed before the Trial Court has filed this application and brought others. The suit which was filed before the Sealdah Court and according to Mr. Ghosh the said suit has already been transferred before this Court and marked as E.O.S. No. 3 of 2008. In the said suit Smt. Sipra Roy and Miss. Munmun Roy have challenged the marriage registration of the plaintiff No. 1. Application was also filed by them and no order was passed by the Court. The company on the other hand has created several documents being the two Board Resolutions dated March 19, 2007 and May 14, 2007 and none of which have been signed by Mr. Soumendra Prakash Roy, since deceased. The appellant company could not even make the allegation and/or challenged thrown by them in respect of the validity, genuineness and correctness of the documents which were challenged by the plaintiffs. It is stated that the minutes of the meetings dated March 19, 2007 and May 14, 2007 were brought after the institution of the suits and after orders have been passed. (51.) Mr. Ghosh further pointed out that although the documents were created on March 19, 2007 and May 14, 2007, those were filed long after the expiry of the statutory period and not only the expiry of the statutory period, but even after the institution of the suits. He further submitted that those documents were not produced before the Honble First Court and furthermore, after the death of Mr. Soumendra Prakash Roy at the instance of the defendant Mr. He further submitted that those documents were not produced before the Honble First Court and furthermore, after the death of Mr. Soumendra Prakash Roy at the instance of the defendant Mr. Prabuddha Choudhury, he tried to convert the minority shareholder into majority shareholder without following the prccedure of law. He relied upon the decision in the case of Dale and Carrington v. P.K. Prathapan, reported in (2005) 1 SCC 212 in support of his contention. (52.) He also relied upon a decision in the case of Kamal Kumar Dutta v. Ruby General Hospital, reported in (2006) 7 SCC 613 . He further submitted that the legal heirs of the deceased shareholder, whose names are not entered in the registration of members, are entitled to bring appropriate action against the company. In support of his contention he relied upon a decision in the case of World Wide Agencies v. M/s. Margarate Tea, reported in AIR 1990 SC 737 . (53.) He further contended that mandatory injunction order can be passed even in the mandatory form and he relied upon a decision in the case of Indian Cable Company v. Smt. Sumitra Chakroberty, reported in AIR 1985 Cal. 248 . He further submitted that it is nothing but a technique which has been followed by L.A. Scheessler to take the control over the company through the backdoor which is not permissible under the law. (54.) He further pointed out that without taking any leave of this Court the appellant tried to rely upon various documents which have not been disclosed and/or relied upon before the Trial Court. (55.) In these circumstances, he submitted that the Court should not take any note of the said documents and he also submitted that the orders so passed by the Trial Court should be affirmed. (56.) We have considered the facts of the case and it appears to us that without taking any part in the proceedings L.A. Scheessler is trying to take the benefit through his henchmen in this proceedings. It is no doubt that at the time of death of Mr. Soumendra Prakash Roy, since deceased he was holding few shares in the company, being the defendant No.4. It is no doubt that at the time of death of Mr. Soumendra Prakash Roy, since deceased he was holding few shares in the company, being the defendant No.4. It appears that all steps were taken and shares were allotted on 25th June, 2007 and on August 10, 2007 after the death of the plaintiffs predecessor-in-interest in May, 2007 to become majority share holder in the company. (57.) It further appears to us that although the appellant are trying to rely upon Form No.2 and Form No.5, the documents were not annexed to the affidavit filed by the company before the Trial Court. It appears from the facts that the two groups of claimants are fighting for the heirship of late Soumendra Prakash Roy. No proper materials were also placed before the Trial Court. It appears from the facts that the fighting between the parties to have the control over the share holdings of the company and the right in respect of the value of the immovable property situated in the heart of Kolkata. It cannot be brushed aside that the said property in question has already been mortgaged by depositing the title deeds with the bank. The Trial Court after assessing these facts held that the company showing innocence and good gesture is trying to change the share holdings and thereby trying to control the management of the company. By transferring the shares from one person to the another is trying to make the majority share holder as a minority share holder in the company. (58.) It further appears that L.A. Scheessler should have come before the Trial Court earlier but without doing so he was watching the proceedings sitting in the fence. When company has failed to achieve the goal and became unsuccessful, the application has been filed by the intervenor only to gain his right. No particulars of L.A. Scheessler has been disclosed in the application filed by them and further from the conduct of L.A. Scheessler it would show that he did not take any steps in the matter for a long time. No explanation has been given as to why he has not taken any steps in respect of the investment he made in the company for such a long time. The documents which were tried to be relied upon by him were not annexed to the application at all. No explanation has been given as to why he has not taken any steps in respect of the investment he made in the company for such a long time. The documents which were tried to be relied upon by him were not annexed to the application at all. Furthermore, the power of attorney has been given to a person to file the application who has some interest in the company. (59.) It appears that the loan was also taken from the Standard Chartered Bank jointly by the plaintiff No. 1 along with Sri Roy, since deceased. The documents which were produced before the Court were not signed by Mr. Soumendra Prakash Roy, since deceased and further the documents were filed after the expiry of the statutory period and thereby it would show that it is nothing but a measure, by transferring the shares, a minority share-holder would become a majority share holder in the company and thereby shall have the control over the company. (60.) In the backdrop of these facts we accept the contention of Mr. Pradip Kumar Ghosh, learned Senior counsel. In our considered opinion, the Honble First Court correctly assessed the facts and came to the conclusion. (61.) In our considered opinion, the suit which has been filed and transferred before this Court has to be decided and in the facts and circumstances of this case, we do not find that there is any illegality or irregularity in respect of the order so passed by the Honble First Court. (62.) Hence, we affirm the order so passed by the Honble First Court and dismiss this appeal and the applications filed by the intervenor. Urgent Xerox certified copy of this order, if applied for, be supplied to the parties subject to compliance with all requisite formalities. Appeal dismissed MAHESH