JUDGMENT

Dr.B.S.Chauhan, J.

1. These appeals have been preferred against the judgment and final order dated 24.11.2003 passed by the High Court of Calcutta in APO Nos. 346 and 347, by way of which the High Court rejected the claim of the appellant to maintain the Company Petition filed under Sections 397 & 398 of the Companies Act, 1956 (hereinafter referred to as the ‘Act 1956’).

2. Facts and circumstances giving rise to these appeals are that:

A. Shri S.K. Roy (Respondent No. 2) issued and allotted 30,000 shares of the Respondent No. 1 company to himself and his relatives, and being the majority share holder therein, hence acquired control over the respondent-company.

B. Shri Ajit Kumar Chatterjee (3.66% shares) and Shri Arghya Kusum Chatterjee (1.01% shares) filed Company Petition No. 222 of 1991 under Sections 397 and 398 of the Act 1956, before the High Court of Calcutta with the consent of M/s Bhagwati Developers Pvt. Ltd. (4.78% shares) (hereinafter referred to as `the appellant’) and Shri R.L. Gaggar (7.61% shares), alleging mis-management and oppression.

C. Respondent No. 2 contested the said Company Petition by raising the preliminary issue of maintainability, stating that the