BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

KOLKATA BENCH

C.P. No. /KB/2023

In the matter of:

The Companies Act, 2013;

And

In the matter of:

Sections 241 and 242 of the

Companies Act, 2013;

And

In the matter of:

Union Drug Company Limited, a

company incorporated under the

Companies Act, 1913 and having its

registered office at 182, Rai Bahadur

Road, Kolkata- 700034;

…. Company

And

In the matter of:

Anindita Bose, wife of Pranab Bose,

residing at 8/1 Alipore Avenue,

Kolkata- 700027;

…Applicant/Petitioner

Versus
1. Union Drug Company Limited, a

company incorporated under the

Companies Act, 1913 and having

its registered office at 182, Rai

Bahadur Road, Kolkata- 700034.

2. Sreeparna Bhattacharya, residing

at Fort Terrazzo, Block Castello,

Flat 3C, 5, Ramani Chatterjee

Road, Kolkata – 700

029_____________________.

[3.] Bijnan Bhattacharjee, residing at

Fort Terrazzo, Block Castello, Flat

4C, 5, Ramani Chatterjee Road,

Kolkata – 700

029_____________________________

______.

[4.] Pratima Bhattacharya, residing at

24 Balaram Bose Ghat Road,

Kolkata - 700025_______________.

[5.] Aloke Nath Banerjee, residing at

21 Kali Banerjee Lane, Haora -

711101________________.

3.[6.] M/s. U.D. Drugs Company

Private Limited, a company

incorporated under the

 Companies Act, 1956 and having

its registered office at 182, Rai

Bahadur Road, Kolkata- 700034.

… Respondents

DETAILS OF APPLICATION

I. PARTICULARS OF THE PETITIONER

[1.] The Petitioner is a shareholder in the Respondent No. 1 Company.

The Petitioner holds 24,029 equity shares in the Respondent No. 1

Company, which corresponds to 22.88 % of the shareholding in the

Company. SuchOf the above mentioned 24,029 shares, 16,612 shares

have devolved upon the Petitioner, after the death of her mother Late

Smt. Chitralekha Bhattacharya in January 2017, with whom the

Petitioner held these shares jointly, by virtue of her being the sole

legal heir of the said Chitralekha Bhattacharya. It is pertinent to

mention that out of the total number of 24,029 shares that is

currently held by the petitioner, 7417 was held by her as second

charge holder when her mother was alive and the remaining 16612

The balance 7,417 shares were held by the petitioner in her in her

own name with her mother as second holder . A copy of the latest

Annual Report for the year (year 2021-22) evidencing the

shareholding in the Respondent No.1 Company is annexed hereto and

marked with letter ______.

II. PARTICULARS OF THE RESPONDENTS

1.[2.] The Respondent No.1 is the company in respect of whose affairs

the instant petition has been filed (hereinafter referred to as the

“Company”).

2.[3.] The Respondent Nos. 2, 3, 4 and 5 are the Directors of the

Company and are among the persons who have perpetrated acts of

oppression and mismanagement in collusion and conspiracy with

each other to suit their own wrongful motives. The Respondent No.2

holds 24.38% shares in the said Company. The Respondent No.3

holds 105 shares in the said Company. The Respondent No.4 holds

4.38% shares in the said Company. The Respondent No.5 holds 100

shares in the said Company. The Respondent No. 6 is a Company

incorporated in 2013 having the same registered office address as

that of the said Company. Approximately 74.25% of the shares of the

said Respondent No.1 Company are held by the members of the

Bhattacharya family.

3.[4.] Respondent No.2 and Respondent No.4 are the younger daughter

and wife respectively, of the Petitioner’s uncle, Mr. Ranendra Kumar

Bhattacharya, since deceased. The said Mr. Ranendra Kumar

Bhattacharya was the Director and a shareholder of the Respondent

No.1 Company and the major shareholder and Director of the

Respondent No.6 Company, until his demise on 1 November 2019.

III. PARTICULARS OF THE COMPANY

4.[5.] The Respondent No.1 Company is inter alia, engaged in the

business of manufacture and import of various chemicals, drugs,

 other pharmaceutical and medicinal goods. The registered office of

the company is at 182, Rai Bahadur Road, Kolkata- 700034, within

the jurisdiction of this Hon’ble Bench.

5.[6.] The Respondent No.1 Company was incorporated on 26 th March,

1925. A copy of the Certificate of Incorporation of the Company is

annexed hereto and marked “Annexure A.

6.[7.] The authorized share capital of the Company is Rs.30,00,000/-.

The issued, subscribed and paid-up share capital is Rs.10,50,000/-,

comprising of 105,000 equity shares having face value of Rs.10 each.

The shareholding pattern of the Company is as follows:

SHAREHOLDER’S NO. OF SHARES % OF SHAREHOLDING

NAME

Bhattacharya family

Sreela Bhattacharya 13,894 13.23%

Anindita Bose 24,029 22.88%

Pratima Bhattacharya 4,602 4.38%

Ashapurna 9,837 9.37%

Bhattacharya

Sreeparna 25,599 24.38%

Bhattacharya

Sub- total 77,961 74.25%

OTHERS 27,039 25.75%

Grand total 105,000 100.00%

7.[8.] The main and ancillary objects of the Company will more fully

appear from the Memorandum & Articles of Association, copies

whereof are collectively annexed hereto and marked as “Annexure

_____”.

8.[9.] The last Annual Return and Financial Statements were filed by

the Company with the Registrar of Companies, West Bengal (ROC)

for the year 2021-22 and copies of the Annual Return and

Financial Statements for the said year are annexed hereto and

marked “Annexure ___” and “Annexure ____” respectively.

9.[10.] The majority of the shareholding of the Respondent No.1

Company is held by members of the Bhattacharya family.

Respondent No.1 Company has only one immovable property i.e., a

plot of land admeasuring more or less 40-cottahs adjacent to the

factory premise of the Company situated at 182, Rai Bahadur

Road, Kolkata- 700034.

IV. LIMITATION

10.[11.] The Petitioner declares that the petition is filed within the

prescribed period of limitation.

V. JURISDICTION

11.[12.] The Petitioner declares that the subject matter of the petition is

within the jurisdiction of this Hon’ble Bench.

VI. FACTS OF THE CASE:

12.[13.] The Respondent No.1 Company was incorporated on 26 th March,

1925. A copy of the Certificate of Incorporation of the company is

annexed hereto and marked with the letter _______.

[14.] The Respondent No. 1 Company has been engaged in the business

of manufacture and sale of pharmaceuticals and drugs. The company

has predominantly been a family-owned company, where most shares

of the company wereare held by the members of the Bhattacharya

Family.

[15.] The petitioner is the daughter of the Late Smt. Chitralekha

Bhattacharya, from whom the petitioner had inherited 16,612

shares., which Alongwith the 7,417 shares she had inherited from her

father earlier, she is currently holding adds up to 24,029 shares of

the respondent no. 1 company, which is her22.88 percent

shareholding of 22.88 percent in the respondent no. 1 company.

[16.] The Respondent no. 1 Company has 74.25% of its shares held by

different members of the Bhattacharya Family and essentially is a

family-owned company. and its management at different times was in

the hands of different members of the family.

[17.] The affairs of the Company were looked after by the father of the

petitioner Late Mr. Birendra Kumar Bhattacharya and the uncle of

the petitioner, Late Mr. Ranendra Kumar Bhattacharya. After the

death of the petitioner’s father in January 2012, the petitioner and

her deceased mother had reposed their good faith and trust on the

Mr. Ranendra Kumar Bhattacharya husband of Respondent no.4 and

father of respondent no. 2 to look after the management and affairs of

the Company. It is pertinent to mention that the mother of the

petitioner Late Smt. Chitralekha Bhattacharya was appointed as a

director of the Company afteraround the time of the death of her

 husband and thereafter was subsequently removed from directorship

by the said Ranendra Kumar Bhattacharya by using a forged

resignation letter of the said Chitralekha Bhattacharya on 26 th

December, 2016, which the petitioner came to know of on or around

1 June 2017.

13.[18.] After the death of the Petitioner’s mother on 10 th January, 2017,

the petitioner was appointed as the director of the company. However

due to certain unforeseen circumstances the Petitioner’s share

certificates pertaining to 2227 shares were misplaced. The petitioner

thereafter immediately issued a letter dated 15 th March, 2017 to the

Company to issue duplicate share certificates. Copy of such letter is

annexed hereto and marked with the letter _____. Such letter of the

petitioner was never responded to by the Company which at that

point of time was entirely looked after and controlled by the said

Ranendra Kumar Bhattacharya.

14.[19.] On or about 1st June 2017, the petitioner came to know that

the only immovable property of Union Drug being 40 cottahs of

freehold land adjacent to the factory premises situated at 182, Rai

Bahadur Road, Kolkata - 700034 has been transferred to the

Respondent no. 6 company a company incorporated in 2013, of which

the petitioner’s uncle being the late Ranendra Kumar Bhattacharya

was a major shareholder and a director.

15.[20.] Upon inspection of the financial records of the company for the

year 2015-2016, it was pointed out by the Advocate of the Petitioners

that that the Annual Report for the financial year 2015-2016 under
 Note-1B "Explanatory Notes" being Item No.8 it has been mentioned

that the Respondent no. 1 Company has filed a petition under the

demerged scheme vide Company Petition No.292 of 2014 and the

Company Application No.14 of 2014 in the Hon'ble High Court at

Calcutta in respect of the transfer of the business undertaking

(infrastructure unit including freehold land) to the resulting company

which is the Respondent no. 6 Company.

16.[21.] Upon obtaining the copies of the said Company Petition and the

connected applications it was ascertained that there has been gross

fraud committed by the people who were in charge of the

management of the company. Copies of Company Petition and the

connected applications are collectively annexed hereto and marked

with the letter __________.

[22.] From the chairperson’s report annexed to the petition it became

evident that the petitioner and her mother were shown to be present

in the meeting where the scheme for demerger was purported to be

discussed and approved. The Chairperson’s report stated that

attendance sheet and ballot papers are annexed to the report.

hHowever, no annexure was ever disclosed with the report. Neither

did any signature appear in the said report or affidavit.

17.[23.] It is further stated that the order by which the said meeting was

held provided that, “The notices shall be despatched under the

personal supervision of one of the directors of the De-merged Company

who shall prove such despatch by filling an affidavit of service”.

Despite such clear and specific directions by the Hon’ble High Court
 at Calcutta the said affidavit of service was filed by one Sanjay

Pandey, who claims to be an employee under L.P. Tiwari and Co. the

Advocate on Record of the petitioners in CP No. 292 of 2014.

18.[24.] It is submitted that no notice of the purported meeting was

issued on the petitioner or her late mother and the said meeting was

a product of fraud. Apart from that, the fact that the petitioner being

a school teacher had attended to her job on 10 th March, 2014 and

there is documentary evidence to prove that she was at her job on

that particular day and time and was not present at the meeting , is

annexed hereto and marked with the letter _______.

[25.] All the above facts had made it abundantly clear that the motive

with which the Company Petition and the Company Application were

filed, was with the mala fide motiveand with the intention of taking

over the only asset of the Respondent no. 1 Company which is

extremely valuable.

19.[26.] In fact, before the petitioner had intervened in the said Company

Petition, the Hon’ble High Court had already passed several orders

including the order for holding of the meeting of the shareholders

where the scheme of demerger was purportedly discussed. Copies of

all such orders passed by the Hon’ble High Court at Calcutta are

annexed hereto and collectively marked with the letter ______.

20.[27.] In respect of the scheme of demerger the Central Government

had also filed an affidavit wherein the scheme was objected to on the

ground that the scheme did not fall within the ambit of section 391

and 394 of the Companies Act, 1956. This makes it even more clear
 that the said Ranendra Kumar Bhattachrya at all times intended to

takeover the only asset of the company under his control and use it

for his personal benefits. A copy of the affidavit filed by the Central

Government is annexed hereto and marked with the letter ________.

21.[28.] Thereafter the petitioner had filed an application being C.A. No.

407 of 2017 in C.P. No. 292 of 2014 praying for the following reliefs:

a) Order dated 21" January 2014 passed in CA. No. 14 of

2014 and Order dated 9 December 2014 passed in C.A.

No. 711 of 2014 and Order dated 9" April 2015 passed in

C.P. No. 292 of 2014 be recalled and declared void ab

initio.

b) The applicants be directed to deliver to the Registrar of

Companies, West Bengal certified copies of the order to be

made herein within thirty days of the receipt of the

certified copy of the order to be made herein or such time

as this Hon'ble court may deem fit and proper.

c) Direction be given on U.D. Drugs Company Private limited

to cancel its shares issued to Union Drug Company

Limited and/or its shareholders pursuant to the

sanctioned scheme and correspondingly the entire Real

Estate Unit transferred to the U.D. Drugs Company

Private limited pursuant to the scheme be cancelled

and/or rescinded and the same be vested in the petitioner

no.1 Union Drug Company Limited.

d) All steps taken by both the companies Union Drug

Company Limited and U.D. Drugs Company Private

limited pursuant to scheme sanctioned by the order dated

9 April 2015 be declared void and reversed and the

position as it existed prior to the sanction of scheme be

restored.

e) All benefits arising out of transactions undertaken in

respect of asset transferred to the U.D. Drugs Company

Private limited be declared to have been taken on behalf of

Union Drug Company Limited and all such benefits be

directed to vest in Union Drug Company Limited.

f) Injunction restraining Union Drug and U.D. Drugs and

their servants and/or agents or representatives and/or

assigns from disposing of and/or transferring and/or

alienating the immovable asset of the company or in any

way dealing with or changing the identity of the said

immovable property being 40 Cottahas of Freehold land,

adjacent to the Factory premises of Union Drug situated

at 182, Rai Bahadur Road, Kolkata - 700034.

g) Delay, if any, in making this application be condoned.

h) Ad-interim orders in terms of prayers above.

i) Such further order or orders and/or direction or

directions be given as to this Hon’ble Court may deem fit

and proper.
[29.] The said application was disposed offof vide an order dated

February 7, 2023 passed by Hon’ble Justice Ravi Kishan Kapur,

allowing the prayer for recall of the orders dated 21 st January, 2014

passed in C.P. No. 292 of 2014 and order dated 9 th April, 2015 passed

by the Hon’ble High Court. The Hon’ble High Court also ordered that

any steps if taken pursuant to the scheme of demerger shall stand

undone or nullified or cancelled. Copy of the order dated 7 th February,

2023 is annexed hereto and marked with the letter ______.

[30.] On or about 1 April 2023, the Petitioner came to know that the

Petitioner’s father, Birendra Kumar Bhattacharya held 36,197 equity

shares in the Respondent no. 1 Company as on the date of the

Annual General Meeting held on September 28, 2011, as recorded in

Form 20B filed on 18th November 2011 in the MCA portal, for the year

ended March 31, 2011. The number of equity shares held by Birendra

Kumar Bhattacharya as on the date of filing was 36,197 shares being

34.47% shareholding in the respondent no.1 company. However, from

the records it can be seen that only 24,029 shares out of the total of

36,197 shares had vested on the Petitioner and the Petitioner’s

mother since the demise of the Petitioner’s father instead of the entire

shareholding vesting onto the petitioner and her late mother. The

entire shareholding of the Petitioner’s father, i.e. 36,197 shares

should have vested on the Petitioner’s late mother and the Petitioner.

However, there is no record as to where the remaining 12,168 shares

are. There shares ought to have been transferred to the Petitioner. It

is pertinent to mention here that the total percentage of the

shareholding of the family members, that is about 74.25% shares

owned by the family members though, has not changed. This only

proceeds to show that these shares are being held within the family

by some member or members of the Bhattacharya Family, as the total

shareholding of the family remains unaltered. This proves that

records of the Respondent No.1 Company have not been maintained

in a proper manner and have been tampered with to a great extent.

There are no records available with the Petitioner to trace the

remaining 12,168 shares of the Petitioner’s late father. A copy of the

Form 20 B for the year ended March 31, 2011 and filed on November

18, 2011 is annexed hereto and marked with the letter ___. (Date to

be mentioned of such information) The Petitioner reasonably

apprehends that the shareholding of the Petitioner’s deceased father

has been tampered with. The Petitioner suspects the Petitioner’s

uncle, since deceased, and now the other respondents herein had a

role in the illegal transfer of the abovementioned 12,168 shares to the

other members of the Bhattacharya family. Be it mentioned here that

Annual Return for the year ended 31st March, 2012 was not filed at

all, as per records of the MCA portal. The shareholder’s list that is

supposed to be filed along with theevery Annual Return was not filed

for the years ended 31st March 2010, 31st March 2011, 31st March

2012, 31st March, 2013, 31st March 2014 and, 31st March 2015 and

31st March, 2017. However, in the Annual Returns in each of the

above years, the authorised signatories falsely confirm that the

complete list of shareholders list have been enclosed as attachment.

 From the above it evident that the Petitioner’s uncle and the

respondents nos.2 to 5 were firstly actively engaged in the

surreptitious transfer of 12,168 shares to the other members of the

Bhattacharya family and thereafter concealing the same so that it is

not evident from the records of the company. Annual Return

printouts taken from the MCA portal for the years 2010 to 2015 are

annexed and marked with Letter ________.

22.[31.] Although the Petitioner was appointed as a Director of the

Respondent No. 1 Company in February 2017, the Respondent No.1

Company did not send any notice for Board Meeting to the Petitioner

till August 2018. Since the Petitioner did not receive any notice, she

could not attend any Board Meeting and therefore ceased to be a

Director in or around March 2018 by operation of section 167 of the

Companies Act, 2013. However, the petitioner started receiving

notices of the board meetings after she ceased to be a Director of the

Respondent No.1 Company, from August 2018 till November 2019.

The Petitioner states that despite the respondents not providing the

Petitioner with notices of Board Meetings, the respondents had

communicated through Speed post with the Petitioner at her current

address at 8/1 Alipore Avenue, Kolkata – 700027. The Petitioner

further states that the advocate for the Respondent No.1 Company

had also sent caveat through Speed post at the abovementioned

address and therefore the respondents were well aware of the current

address of the Petitioner.

23.[32.] It is further important to state that during the tenure of the

Petitioner’s directorship the Petitioner was never paid any

remuneration for as long as she was the Director of the Respondent

No.1 Company. The Petitioner ceased to be a director by operation of

law in March 2018. However, the Petitioner was sent director’s

remuneration in December 2019 which was 20 months after the

Petitioner ceased be a Director in the Respondent No.1 Company.

24.[33.] The Petitioner states that as soon as the Petitioner received

such remuneration the Petitioner returned the same. It is strange to

see that the Petitioner has been paid remuneration well after the

cessation of her directorship by operation of law in March, 2018.

Significantly, no such director’s remuneration has been paid to

Respondent Nos 3,4 and 5 who are all non-executive directors of the

Respondent No.1 Company. The Petitioner, even during the tenure

of her directorship and after her lawful cessation as a Director of the

Respondent No.1 Company, had never been involved in the affairs of

the Company. The Petitioner is unaware of any misdeeds done by the

respondent nos. 2,3,4 and 5 in respect of the affairs of the

Respondent No.1 Company. The conduct of the Petitioner’s uncle and

the respondents no. 2 to 5 with respect to engineering the removal of

the Petitioner from the Board of Directors of the Respondent No. 1

Company by wrongful means and thereafter paying remuneration to

the Petitioner well after the cessation of the directorship of the

Petitioner, appears to be driven by the mala fide intentions of the

 respondent nos. 2 to 5 to cause harm to the Petitioner and her

interest in the Respondent No. 1 Company.

25.[34.] It is further important to state that the Petitioner had never

received notice for the AGM for the year 2016-17 which was held on

September 8, 2017. The respondent no.2 had falsely alleged in her

letter dated October 27, 2017 addressed to the Petitioner that the

AGM notice was hand delivered by the Petitioner’s uncle to the

Petitioner. The Petitioner states that the Petitioner’s uncle did come to

the Petitioner’s residence on August 27, 2017 at around 11.30 A.M.

However, there was no hand delivery of notice of AGM as alleged by

the respondent no.2 and the same would appear from the CCTV

footage clip available which records the entire incident from arrival of

the Petitioner’s uncle to his departure, evidencing that no documents

ever changed hands during the brief meeting. The Petitioner craves

leave to rely on the CCTV footage clip at the time of the hearing, if

necessary.

[35.] It is pertinent to mention here that the affairs of the Respondent

No. 1 Company have not been conducted in a just and proper

manner. In terms of the notification being General Circular No.

03/2017 issued by the Ministry of Corporate Affairs with respect to

Investor Education and Protection Fund Authority (Accounting, Audit,

Transfer and Refund) Amendment Rules, 2017, all companies having

unclaimed dividends for seven consecutive years are required to

transfer the shares pertaining to such unclaimed dividend to IEPF

Authority. Under the aforesaid Rules, companies shall transfer such

shares, whether held in dematerialised form or physical form, to the

demat account of IEPF Authority by way of corporate action.

Information related to the shareholders whose shares are being

transferred to IEPF's demat account shall be provided to NSDL in

prescribed format. In view of the said notification, the shares are

required to be transferred to IEPF under the provisions of the Section

124 (6) of the Companies Act, 2013. A copy of the said notification is

annexed hereto and marked as annexure ________. It is pertinent to

mention here that though the Respondent no. 1 Company has made

disclosures in terms of the said notification during the year 2017-

2018 for transfer of unclaimed dividend to IEPF, however, there is no

mention of transfer of shares into IEPF, whose dividends have not

been claimed for 7 consecutive years. The respondents have not

complied with the said notification mentioned hereinabove. It is

further pertinent to mention here that in the Annual Report &

Accounts of 2018-19; 2019-20; 2020-21; 2021-22 of the Respondent

No. 1 Company, blatantly false statements have been made regarding

transfer of equity shares to IEPF u/s124(6) of the Companies Act,

2013. Copies of the Annual Report & Accounts for the years 2018-19,

2019-20, 2021-21 and 2021-22 are annexed hereto and marked as

Annexure ___________The transfer of shares u/s 124(6) can only

happen if the relevant shares are dematerialised first, before being

transferred to IEPF. From PAS-6, filed for the period 1.10.2019-

31.3.2020, the quantity of shares dematerialized up to that period is

only 500 shares. The Respondent No. 1 Company has failed to file
 PAS-6 since 31st March, 2020. A copy of the above-mentioned PAS-6

the documents evincing the same areis annexed hereto and marked

as annexure ______. It could only be inferred from the conduct of the

respondent nos. 2 to 5 that the Respondent No. 1 Company’s affairs

have not been conducted in proper and just manner and that the

motives for (i) making false statements in the Annual Reports since

2018-19 regarding transfer of shares to IEPF, (ii) not filing PAS-6

since 2020 and (iii) not transferring shares to the IEPF Account as

required by S.124(6) of the Companies Act, 2013 at all, are indicative

of concealment of manipulation of the shareholders records in the

Respondent No.1 Company.

[36.] It is also pertinent to mention here that the Petitioner had vide

letter dated 11 August 2018, forwarded the share certificates in her

possession to the Respondent No. 1 Company, to the Company, for

the deletion of the Petitioner’s mother’s name from the certificates

that the Petitioner held jointly with her. The said share certificates

were returned after deletion of the Petitioner’s mother’s name, to the

Petitioner vide letter dated 6 November 2018__________________,

under the signature of the Petitioner’s uncle. However, it may be

noted that the deletion of the name of the Petitioner’s mother from the

share certificates, was back dated to 19 January 2017 and recorded

as such on the share certificates. Copiesy of athe share certificates

evidencing the date of recording of deletion along with the letters

dated 11 August 2018 _____ and 6 November 2018______ are annexed

herewith and collectively marked with the letter. The Petitioner

 suspects that such back dated deletion of the Petitioner’s mother’s

name in the shareholding records of the Petitioner by 19 months, had

been done with some ulterior motive and mala fide intention to

manipulate the records of the Company.

VII. SUMMARY OF ILLEGAL ACTS BY THE RESPONDENTS IN

ADDITION TO THE FRAUDULENT SCHEME OF

ARRANGEMENT BETWEEN THE RESPONDENT NO.1

COMPANY and RESPONDENT NO. 6 COMPANY

A. ILLEGAL TRANSFER OF PETITIONER’S FATHER’S SHARES

i. Illegal transfer of 12168 shares from the Petitioner’s

father’s shareholding to other members of the

Bhattacharya family, around the time of the Petitioner’s

father’s death.

[ii.] To conceal the illegal transfer mentioned above, Respondents

did not file Annual Return for the year ended 31st March

2012 and did not file Shareholders list for the years ended

31st March 2010, 31st March 2011, 31st March 2012, 31st

March 2013, 31st March 2014,and 31st March 2015 and

31st March 2016. However, false statements were made in

the Annual Return in each of the above mentioned years,

that complete list of shareholders had been enclosed as

attachment.
B. REMOVAL OF THE PETITIONER FROM THE BOARD OF

DIRECTORS OF THE RESPONDENT NO. 1 COMPANY

i. The Respondents engineered the removal of the Petitioner

from the Board of Directors of the Company by not serving her

notices of Board Meetings

ii. The Petitioner could not attend any Board Meeting as she was

not served any notice, from the beginning of her Directorship

in February 2017 till its cessation in March 2018 by operation

of law under section 167 of the Companies Act 2013.

[iii.] The respondents sent the first Board Meeting Notice for the first

time via Speedpost in August 2018.

iii.[iv.] Respondents sent Director’s remuneration to the Petitioner in

December 2019, 20 months after the cessation of her

Directorship

iv.[v.] No other non- executive director was paid any remuneration at

that time or any time thereafter till date

v.[vi.] The above acts of the respondents seem to indicate a conspiracy

by the respondents to remove the Petitioner from having any

oversight on the affairs of the Petitioner No. 1 Company and to

induce the Petitioner into making a misstep, thereby

attracting the stringent provisions of S.167(2) of the

Companies Act, 2013.

C. ILLEGAL AGM 2017

i. The Petitioner was not served notice of the AGM allegedly held

on 8 September 2017.
 [ii.] The Respondent No. 2., Vvide her letter dated 27.10.2017, falsely

stated that the Petitioner’s uncle had personally handed over

the notice of the AGM, when he called on the Petitioner at her

residence. CCTV footage available with the Petitioner would

show that no papers changed hands at all during the

Petitioner’s uncle’s visit to the Petitioner’s residence.

D. BACKDATING SHARE CERTIFICATE NAME DELETION RECORDS

i. The Petitioner held 24, 029 shares jointly with her mother.

After her mother’s demise, the petitioner sent the share

certificates to the Company on 11 August 2018, for deletion of

her mother’s name from the share certificates.

[ii.] The Petitioner’s uncle, vide letter dated 6____ November 2018,

returned the share certificates, after recording the date of

deletion as 19.1.2017.

ii.[iii.] The Petitioner suspects that there was an ulterior motive for back

dating this deletion and requires investigation.

E. NON- COMPLIANCE IN RELATION TO IEPF RULES and S.124 OF

THE COMPANIES ACT 2013

i. Respondents have not been transferring shares whose

dividends have not been claimed for 7 consecutive years, as

required by S.124(6) of the Companies Act, 2013, to the

IEPF Authority.

ii. On the contrary, the Respondents have been falsely stating

in all Annual Reports starting from the year 2018-19, that

such shares have been transferred to the IEPF Authority

 iii. PAS-6 filing has been done only up to 31.3.2020., whereas

the same is supposed to be filed every 6 months.

iv. The PAS-6 filing done for the half year ended 31.3.2020,

shows that only 500 shares have been dematerialized.

v. Such a low number of dematerialized shares does not

reconcile with the false statements mentioned in the above-

mentioned Annual Reports since 2018-19.

vi. The Petitioner apprehends that the respondents are

indulging in manipulation of the shareholders’ records and

other illegal activities and therefore requires a thorough

investigation.

26.[37.] Considering the Respondents’ illegal acts and acts amounting to

oppression and mismanagement, as listed in this petition, during the

last decade, the Petitioner seeks the intervention of the Hon’ble

Tribunal.

[38.] The respondents have wrongfully attempted purported to usurp full

control of the Company in a wholly illegal manner. The Petitioner

apprehends that the respondents are siphoning away the funds of the

Respondent No. 1 Company.

27.[39.] One of the major objectives of the respondents is to deal with the

valuable immovable asset of the Company for unaccounted

consideration and to misappropriate the same. The Company will not

realize any benefit from the sale of its most valuable asset, which the

said respondents are attempting to wrongfully deal in, with the

 objective of misappropriating any consideration that may be received

therefrom.

28.[40.] If the respondents are not restrained from dealing with and/or

alienating and/or creating third party rights in respect of the valuable

asset of the Company, the Company will be reduced to a mere shell

and the Petitioner will suffer several irreparable loss, injury and

prejudice and will be rendered remediless.

29.[41.] The Respondents have also manipulated the shareholding of the

Petitioner’s father, since deceased, as from the records it is clear that

a part of the shareholding of the Petitioner’s father has been usurped

by one or more of the respondents. The Petitioner is entitled to the

entire shareholding of her deceased father. The Respondents are

acting for selfish and vested interests with the sole intention of

wrongfully and illegally dealing with the property of the Company and

to misappropriate the same at the cost of the Company and the

Petitioner and to have control over the Company by wrongfully

usurping the shares of the Petitioner.

30.[42.] The Petitioner states that the respondent nos.2 to 6 are willfully

and illegally trying to take control of the Respondent No.1 Company.

The acts of the respondents complained of are harsh and burdensome

and/or oppressive to the Petitioner as its shareholder.

[43.] The Petitioner has a substantial stake and right in the management

and affairs of Respondent No.1 Company which is sought to be

 prejudicially affected by the respondents. The respondents are acting

in such a manner so as to prejudice and affect the rights of the

Petitioner as a shareholder as well as prejudicial to the interest of the

Respondent No.1 Company. The affairs of the Respondent No.1

Company are being conducted in such a manner by the respondents

which is prejudicial to public interest and prejudicial to the interest of

the company. The respondents are seeking to bring about a material

change in the affairs of the Respondent No.1 Company which is

against the interest of the Petitioner as a shareholder and against the

interest of the Company. The respondents have already altered the

ownership of the shares of the Company insofar as the shares of late

Birendra Kumar Bhattacharya is concerned and by reason of which it

is likely that the affairs of the Company will be conducted in a

manner prejudicial to the interest of the Company and to the

Petitioner and other shareholders of the Company. 7. The acts

complained of are of such gravity that they would justify the making

of a winding up order on the ground that it is just and equitable.

However, to wind up the Company would unfairly prejudice the

Petitioner and other shareholders of the Company.

31. It is imperative that the Company has proportional

representation for appointment of directors as enumerated under

section 163 of the Companies Act, as different branches of the

Bhattacharya Family all of whom have rights to be represented on the

board of the company. The company must be permitted to make

 necessary amendments to its AOA to permit the same. (PLEASE

INSERT THIS PRAYER)

32.[44.] The respondents are not entitled to deal with or dispose of in

any manner the assets and properties of the Company. The

respondents are acting wrongfully to defeat the proprietary rights of

the Petitioner as a shareholder.

33.[45.] It is humbly submitted that appropriate orders of injunction be

passed restraining the respondents from in any manner dealing with

or creating any third-party interest over or in respect of the

Company’s assets and properties and particularly the immovable

properties.

34.[46.] It is humbly submitted that it is imperative that appropriate

orders be passed directing a Forensic Audit to be conducted by an

experienced Forensic Auditor, of the accounts of the Company from

the year 2011-12 onwards as fraudulent activities have been

conducted in the Respondent No. 1 Company, and submit their

report within reasonable time.

35.[47.] It is also humbly submitted that appropriate orders be passed,

directing an audit by a Professional Company Secretary to examine

the shareholder’s register, documents pertaining to transfer of shares,

all other documents and registers required to be maintained as per

the Companies Act, 1956 and the Companies Act, 2013 and all other

compliances from the year 2011-12 onwards, as required by the

Companies Act, 1956 and Companies Act, 2013 and submit their

report, within reasonable time.

36.[48.] It is further submitted that the Respondent Nos. 2, 3, 4 and 5

are persons of dishonest disposition and cannot be trusted to run the

affairs of the Company and they should be forthwith removed as

Directors of the Company and be restrained from holding themselves

out as Directors of the Company. The respondents should also be

restrained from interfering in the affairs of the Company in any

manner whatsoever.

37.[49.] The said respondents should also be restrained from exercising

any rights as purported shareholders of the Company and from

convening or holding any general meetings or board meetings of the

Company.

38.[50.] The respondent nos. 2 to 5 should also be restrained from

operating any bank account of the Company in any manner, as the

Petitioner apprehends that the respondents will also seek to siphon

out the funds belonging to the Company for their own benefit.

Appropriate orders should also be passed permitting the Petitioner

herein to solely and exclusively conduct the affairs of the Company

and to operate the bank accounts of the Company. In the alternative,

a Special Officer may be appointed to conduct the affairs of the

Company and to operate the Company’s bank accounts till disposal of

the instant proceeding. The wrongful acts of the respondent nos. 2 to

5 are hugely prejudicial and harmful to the Company and the

Petitioner. It is evident that the actions of the said respondents are

pre-planned and part of a conspiracy to wrongfully oust the Petitioner

from the company. The respondent nos. 2 to 5 are acting in collusion

 and conspiracy with each other to defeat the rights and interests of

the Petitioner and other shareholders of and in the Company.

39.[51.] The actions of the respondents are detrimental and prejudicial

to the interest of the Company, the Petitioner and also to public

interest.

40.[52.] The respondent nos. 2 to 5 have no concern for the well-being or

interest of the Company and are only interested in securing unfair

advantage for themselves at the expense of the Petitioner and the

Company. In the circumstances, the Petitioner submits that this

Hon’ble Tribunal pass necessary orders and directions as prayed for

to protect the substratum of the Company and the rights of the

Petitioner.

41.[53.] In such circumstances, urgent intervention of this Hon’ble

Tribunal is necessary to ensure that the interest of the Company and

the Petitioner is protected and to bring to an end the matters

complained of. The respondent nos. 2 to 5 have wrongfully and

illegally usurped control of the Company at the expense of the

Petitioner. The respondents have acted in a fraudulent manner which

is detrimental to the interests of the Respondent No. 1 Company.

42.[54.] The wrongful and oppressive acts complained of in the instant

proceeding have a lasting and continuous effect on the rights of the

Petitioner and are not isolated acts.

43.[55.] There have been acts of oppression and mismanagement and

illegalities committed in respect of the affairs of the Company by the

respondent nos. 2 to 5. The said respondents are acting for vested

interests and are attempting to exclude the Petitioner from all matters

of importance concerning the Company.

44.[56.] It is also necessary that a Scheme of Arrangement be framed for

the purpose of management and administration of the Company,

taking into consideration the following: -

i. The petitioner holds 22.88% shareholding and is entitled to the

remaining shareholding of the Petitioner’s father, since deceased;

ii. The respondent Nos. 2, 3, 4 and 5 are persons of dishonest

disposition and cannot be trusted with the duty of managing the

affairs of the Company;

iii. The respondent nos. 2 to 5 are indulging in oppressive acts

causing irreparable prejudice and damage to the rights of the

petitioner and also to the Company.

45.[57.] Orders as prayed for herein are necessary to be passed by this

Hon’ble Tribunal to protect the interest of the Company and the

Petitioner.

46.[58.] The respondent nos. 2 to 5 have not acted with probity or

morality. The said respondents are purporting to treat the Company

and its assets as their personal properties.

47.[59.] The respondent Nos.2 to 5 by their acts and conduct have

demonstrated that they are not fit or proper persons to be entrusted

with the management and affairs of the Company and it has become

necessary for this Hon’ble Tribunal to intervene so as to protect the

interests of the Company and the Petitioner. The respondents Nos.2

to 5 are not fit to act as directors of the Company and appropriate

orders for their removal should be passed.

48.[60.] In the facts and circumstances stated above, it is just and

equitable that the Company should be wound up. However, to wind

up the Company will unfairly prejudice the Petitioner who has a

substantial interest in the Company.

49.[61.] By their harsh, burdensome and oppressive acts and conduct,

the respondent nos. 2 to 5 have demonstrated that they will not allow

the matters complained of to be effectively resolved.

50.[62.] It is, therefore, just, convenient, necessary and proper that this

Hon'ble Tribunal should intervene to bring to an end the matters

complained of. The respondent nos. 2 to 5 have acted contrary to

their obligations and would continue to do so unless restrained by

this Hon'ble Tribunal.

51.[63.] There is extreme urgency in the matter in view of the fact that

once notice of this petition is served upon the respondents, they will

proceed to wrongfully deal with the assets of the Company and forge
 and fabricate documents and accounts which will render the

petitioner remediless and the instant proceeding infructuous.

52.[64.] The Petitioner also seriously apprehends that the respondents

will seek to alter the shareholding pattern by indulging in further

wrongful acts including unauthorized allotments of shares which will

have the effect of reducing the Petitioner to a hopeless and

insignificant minority. This is a fit case for passing ex-parte ad-

interim orders as prayed for.

53.[65.] Injunction is necessary to prevent multiplicity of judicial

proceedings. The respondent nos. 2 to 5 are invading and/or

threatening to invade into the rights of the Petitioner and there is no

standard for ascertaining the actual damage caused by such

invasion. The respondent nos. 2 to 5 are denying and are interested

to deny the legal character and rights of the Petitioner.

54.[66.] The balance of convenience is entirely in favour of orders as

prayed for herein being passed.

55.[67.] Unless orders as prayed for are passed, the Petitioner will suffer

irreparable loss, injury and prejudice.

56.[68.] This application is bona fide and made for the ends of justice.

VIII. MATTERS NOT PREVIOUSLY FILED WITH ANY OTHER

COURT: -
57.[69.] The Petitioner declares that there is no previous application, writ

petition or any other matter filed before any authority or court or

forum on the same cause of action which is pending.

IX. RELIEFS: -

58.[70.] In the facts and circumstances, the Petitioner humbly prays for

the following reliefs: -

a) A scheme be framed for management and administration of the

Company; (WHO FILL FRAME?) (TO BE DRAFTED BY THE

PETITIONER AFTER RECEIVING AND REVIEWING THE

REPORTS OF THE FORENSIC AUDITOR AND THE

PROFESSIONAL COMPANY SECRETARY?)

b) The cessation of the Petitioner no.1 as Director of the Company

be adjudged null and void;

c) The Petitioner be forthwith reinstated as a Director of the

Respondent No. 1 company;

d) Identification of present holder of 12,168 shares and ordering

the transfer of the same to the Petitioner by the present holder.

e) Ascertaining the amount of dividend paid to the holder of these

shares from the date of the illegal transfer of shares and to pay

over the same to the Petitioner

f) Amendment of the Articles of Association of the Respondent

No.1 Company, to make election of Directors through

 Proportional Representation as per S.163 of the Companies Act,

2013;

g) Proceeding of the 2017 AGM be declared Null and Void as

proper notice was not sent to the Petitioner.

h) The Respondent Nos. 2, 3 ,4 and 5 be removed as Directors of

the Respondent No. 1 Company and be restrained from holding

themselves out as Directors of the Company or involving

themselves in the affairs of the Company;

i) Injunction restraining the respondent nos. 1 to 5 and/or their

men, servants, agents or assigns from in any manner selling,

encumbering, alienating or dealing with or creating any third-

party interest in respect of the assets and properties of the

Company;

j) Injunction restraining the respondent Nos.2 to 5 from

conducting the affairs of the Company or intermeddling with the

affairs of the Company or from operating the bank accounts of

the Company in any form or manner whatsoever;

k) A Special Officer be appointed to operate the bank accounts of

the Company;

l) Injunction restraining the respondents from taking any steps in

relation to the affairs of the Company and/or filing any

documents or returns relating to the Company including any

 filings on the online portal of the Ministry of Corporate Affairs

and Registrar of Companies;

m) Mandatory injunction upon the respondents to forthwith

disclose upon oath and to handover to the Petitioner the books,

records and accounts of the Company;

n) A Special Officer/Administrator be appointed to take charge and

custody of any records or accounts of the Company that may

presently be in the custody of the respondents and to make over

the same to the Petitioner;

o) Investigation and/or enquiry be directed into the affairs of the

Company;

p) Appropriate reliefs be passed in accordance with Sections 242

and 243 of the Companies Act, 2013;

q) Costs of and incidental to this application be paid by the

respondent nos. 2 to5;

r) Such further orders be passed and/or directions be given as

this Hon'ble Tribunal may deem fit and proper.

X. INTERIM RELIEFS: -

a) A scheme be framed for management and administration of

the Company;
b) The cessation of the Petitioner no.1 as Director of the

Company be adjudged null and void;

c) The Petitioner be forthwith reinstated as a Director of the

Respondent No. 1 company;

d) Passing appropriate orders for a forensic audit by an

experienced Forensic Auditor, of the accounts of the

Company from the year 2011-12 onwards and to submit

their report within a reasonable period of time.

e) Passing appropriate orders for an audit by a Professional

Company Secretary to examine the shareholder’s register,

documents pertaining to transfer of shares and all other

compliances from the year 2011-12 onwards, as required

by the Companies Act, 1956 and Companies Act, 2013 and

to submit their report, within a reasonable period of time.

f) Passing appropriate orders to amend the Articles of

Association of the Respondent No.1 Company, to make

election of Directors through Proportional Representation

as per S.163 of the Companies Act, 2013;

g) The Respondent Nos. 2, 3 ,4 and 5 be removed as Directors

of the Respondent No. 1 company and be restrained from

holding themselves out as Directors of the Company or

involving themselves in the affairs of the Company;

h) Injunction restraining the respondent nos. 1 to 5 and/or

their men, servants, agents or assigns from in any manner

selling, encumbering, alienating or dealing with or creating

any third-party interest in respect of the assets and

properties of the Company;

i) Injunction restraining the respondent Nos.2 to 5 from

conducting the affairs of the Company or intermeddling

with the affairs of the Company or from operating the bank

accounts of the Company in any form or manner

whatsoever;

j) A Special Officer be appointed to operate the bank

accounts of the Company;

k) Injunction restraining the respondents from taking any

steps in relation to the affairs of the Company and/or filing

any documents or returns relating to the Company

including any filings on the online portal of the Ministry of

Corporate Affairs and Registrar of Companies;

l) Mandatory injunction upon the respondents to forthwith

disclose upon oath and to handover to the petitioners the

books, records and accounts of the Company;

m) A Special Officer/Administrator be appointed to take

charge

custody of any records or accounts of the Company that

 may presently be in the custody of the respondents and to

make over the same to the Petitioner;

n) Investigation and/or enquiry be directed into the affairs of

the Company;

o) Appropriate reliefs be passed in accordance with Sections

242 and 243 of the Companies Act, 2013;

p) Costs of and incidental to this application be paid by the

respondent nos. 2 to 5;

q) Ad-interim orders in terms of prayers above;

r) Costs of and incidental to this application be paid by the

respondents.

s) Such further orders be passed and/or directions be given

as this Hon'ble Tribunal may deem fit and proper.

Place

Date: Petitioner

Filed By