The judgment establishes the principle that a shareholder's rights are limited to receiving dividends and that disputes regarding shareholding require sufficient evidence and material documents for a final conclusion.

1. The present appeals arise out of the endeavour of the Official Liquidator (O.L.) appointed in respect of the company in liquidation viz. M/s.Origin Agro Star Limited, to claim the rights as the shareholder in M/s.Chowringhee Residency Private Limited, Calcutta, viz. appellant in OSA No.170/2014, (hereinafter referred to as appellant company), on the basis of it's alleged shareholding of 23.73% each in five private limited companies, which were subsequently merged in the appellant company.

2. The impugned order is quite elaborate; but, we are setting out only the facts relevant for determination of the appeals as the appellants have given a consent, which reduces the scope of controversy for decision in the appeals.

3. The five companies, in which the O.L. claims that the company in liquidation held shares, along with eight other companies, were merged into the appellant company vide order of Calcutta High Court dated 18.3.2009. If the shareholding of the company in liquidation existed, then correspondingly shares would have been issued in the appellant company. However, the very basis of the same would be the continued shareholding of the company in liquidation in those five companies, which is sought to be denied.

4. The plea of the appellant company is that the subsequent balance sheets after the year 1996-97 did not show any such shareholding; but, those shareholdings were sold and proceeds credited as would be evident from subsequent balance sheets. The winding up order in respect of the company in liquidation was passed only on 16.3.2007, whereas the applications had been filed in the year 2012 and thus, the order would relate back to that date.

5. On the other hand, the stand of the O.L. is that all is not well in respect of the records, specially as there were common link of persons, who were in management of those companies, in as much as a power of attorney was issued in favour of one Amarnath Shroff, who has filed the former appeal being O.S.A.No.170 of 2014, entitling dealing with properties and shares. The persons in control of these five companies have not filed the statement of affairs and proceedings have been initiated against them including for their presence before the learned Company Judge by even taking out Non Bailable Warrants. It is the say of the Official Liquidator that the said Amarnath Shroff must be aware of the transactions in question and might have dealt with the shares on behalf of the companies.

6. Mr.P.H.Arvind Pandian, learned Senior Counsel appearing for the appellant Mr.Amarnath Shroff, however, denies the said person having dealt with the shares and pleads that the power of attorney was issued not only by those five companies, but also by a number of other entities for purposes of a particular litigation dealing with immovable properties, in Bombay High Court, in which a consent decree has been passed. That consent decree was sought to be reopened; but, the applicant has since withdrawn the application and it is not necessary for us to go into the details of that issue, which has been dealt with in the impugned order.

7. It may be noticed that the merging entities owned land and the purpose for merger is stated to have been pooling of the land for a development project, which is now being undertaken, and in the conspectus of these facts, the learned Company Judge issued the following directions:

“(i) The prayer for interim injunction is rejected. However, any alienation made by the respondent in Comp.A.No.337 of 2012 will be subject to the final outcome of the proceedings before the Company Court, to the extent of the share that the company in liquidation could have had in the property, if a sale transaction in full and entirety had not taken place before the filing of the winding up petition; and

(ii) A direction is issued to Mr.Amarnath Shroff to file full and complete details along with necessary records, to show the nature of the transaction entered into by him with the company in l