Gaura Devi 12 Shares Application
Gaura Devi 12 Shares Application
……… of 2019
C.S. No. 142 of 2004
IN THE HIGH COURT AT CALCUTTA
ORDINARY ORIGINAL CIVIL JURISDICTION
Nikhil Nischal Bagree, son of Late Gopal Das Bagree and Late Goura
Devi Bagree, residing at P-20,
Radha Bazar Street, Kolkata – 700
001 within the aforesaid
jurisdiction.
… Plaintiff
Versus
1. Bagree Estate Private
Limited, a Private Limited
Company having its registered
office at 7, Lyons Range, Kolkata –
700 001 and its Market Office at
Bagree Market, 71, Biplabi Rash
Behari Bose Road (Canning Street),
Kolkata – 700 001 within the
aforesaid jurisdiction;
2. Mohanlal Bagree, son of Late
Kissendas Bagree, carrying on
business as Director of Bagree
Estates Private Limited having his
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To
The Hon’ble Mr. Biswanath Sommader, Acting Chief Justice and His
Companion Justices of the said Hon’ble Court
The humble petition on behalf of the Plaintiff abovenamed most
respectfully
S H E W E T H:
1. The defendant no.1, is a company which was incorporated on
July 9, 1940 under the Indian Companies Act, 1913. The
defendant No.1 company is an existing company having its
registered office at 7, Lyons Range, Kolkata – 700 001. The
defendant No.1 Company owns a market at premises No. 71,
Rash Behari Basu Road (formerly Canning Street),
Kolkata-700001, which is commonly known as “Bagree
Market”.
2. The shares of the defendant No.1 Company are held by the
members of the Bagree family. In this regard a Genealogical
table of the Bagree family with late Sugan Chand Bagree at its
head is annexed hereto and marked with the letter “A”.
3. Late Gopal Das Bagree, originally held about 408 shares out of
the total 1490 shares of the Defendant No.1 company. Late
Gaura Devi Bagree, wife of late Gopal Das Bagree and the
adoptive mother of your petitioner herein held about 12 Shares
in the Defendant No. 1 Company.
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4. Late Gopal Das Bagree died intestate on May 31, 2003. After
the death of late Gopal Das Bagree, by a registered deed of
adoption dated December 25, 2003, late Gaura Devi Bagree
adopted your petitioner as her son. Necessary ‘dattak homam’
ceremony was also performed on December 24, 2003. Since
then your petitioner resided with late Gaura Devi Bagree till her
death. In this regard a copy of the registered deed of adoption
dated December 25, 2003, is annexed hereto and marked with
the letter “B”.
5. After the death of Late Gopal Das Bagree, in or about 2004,
Late Gaura Devi Bagree instituted the above suit in her
individual capacity as well as in the capacity of the adoptive
mother and natural guardian of your petitioner, before this
Hon’ble Court praying for the following reliefs:
a) Declaration that all the tenancies, leases, Leave and
Licences change in the names to tenants and third party
interest created by the defendant no. 2 and original
defendant no. 3 in the name of the defendant no. 1 since
31st May, 2001 are against the interest of the defendant no.
1 and are illegal, null and void;
b) The defendant nos. 1, 2 and 3(a)(b)(c) and 6(a) be directed
to deliver up all records in connection with the creation of
tenancies, leases, leave and licences, change in the names
of tenants and third party interests created by the
defendant no. 2 and original defendant no. 3 in the name
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of the defendant no. 1 on or after 31st May, 2001 so that
the same may be quashed and conscionable justice be
done;
c) Perpetual injunction restraining the defendant nos. 1,2
and 3(a)(b)(c) and 6(a) their men, agents and assigns from
in any manner creating any tenancy, leave, leave and
licence, transfer of the names of tenants, third party
interest, etc. and/or otherwise dealing with any part of the
assets and properties of the defendant no. 1 company,
especially Bagree Market situated at 71, Biplabi Rash
Behari Bose Road, Kolkata – 700 001 without the written
consent of the plaintiff no. 1;
d) Perpetual injunction restraining the defendant nos. 2 and
3(a)(b)(c) and 6(a) from holding themselves out as directors
of the defendant no. 1 and/or otherwise interfering with
the management and affairs of the defendant no. 1;
e) A scheme be framed for proper management and
administration of the defendant no. 1 to ensure the
plaintiff no. 1’s representation and control in the affairs of
the company and her right to receive her share in the ents
issues and profits from the company;
f) An Administrator be appointed over and in respect of the
affairs of the defendant no. 1 company;
g) An enquiry be made in respect of the amounts the
defendant no. 2 and original defendant no. 3 have realized
by creating tenancies, leases, leave and licences change in
the names of tenant’s, third party interests, etc. in respect
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of the properties of the defendant no. 1 company since 31st
May, 2001 and a decree for such sum as may be found due
and payable by the defendant no. 2 and 3(a)(b)(c) and 6(a)
upon such enquiry;
h) An enquiry be made into the amount receivable by the
plaintiffs as mentioned in paragraph 15(1) above and a
decree against the defendant no. 1,2 and 3(a)(b)(c) and 6(a)
for such sum as may be found due and payable by the said
defendants to the plaintiffs;
i) Decree directing the defendant nos. 1,2 and 3(a)(b)(c) and
6(a) to return the possession of the three office rooms in
Bagree Market situated at 71, Biplabi Rash Behari Bose
Road (Canning Street), Kolkata – 700 001, which were in
the possession of Late Gopal Das Bagree to the Plaintiffs of
alternatively to give possession of three rooms of similar
area or location in Bagree Market to the plaintiffs;
j) Decree directing the defendants to return all the articles
which were lying in the said three rooms in Bagree Market
situated at 71, Biplabi Rash Behari Bose Road (Canning
Street), Kolkata – 700 001 which were in the occupation of
Late Gopal Das Bagree to the plaintiffs including the
original share certificates, amount books, etc.;
k) Receiver;
l) Injunction;
m) Costs;
n) Further or other relief.
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Your petitioner craves leave to refer to the true copy of the plaint of
the above suit at the time of haring, if necessary.
6. In the plaint of the above suit, reliance was placed on the
annual return of the defendant No.1 filed on August 4, 2003
with the Registrar of Companies, Kolkata, where from it was
revealed, inter-alia, that Late Gaura Devi Bagree had 12 nos. of
Equity Shares in the Defendant No.1 Company. A copy of the
said annual return of the defendant No.1 filed on August 4,
2003, revealing the shareholding of the defendant No.1
Company, is annexed hereto and marked with the letter “C”.
7. During the pendency of the suit, late Gaura Devi Bagree passed
away on July 29, 2012. By an order dated January 3, 2013
this Hon’ble Court recorded the death of Late Gaura Devi
Bagree, the original plaintiff No.1. Furthermore, on the said
date, your petitioner had attained maturity. As such your
petitioner was permitted to proceed with the suit in his
individual capacity.
8. In or about 2006, Radha Bagree, the defendant No.3(a) herein
instituted a Title Suit being T.S. No. 1303 of 2006 before the
Learned City Civil Court at Calcutta, against inter-alia, the
original plaintiff No.1 and the defendant no.1, claiming
ownership of the aforesaid 12 Equity Shares in the defendant
No.1 Company and praying for the following reliefs:
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a) A decree for declaration that the plaintiff is entitled to get
her name recorded in respect of the said 12 fully paid up
Equity Share being Nos. 1391 to 1400 and 1739 to 1740
respectively in the books of the Defendant No.1;
b) A decree for declaration that the Defendant No. 2 has no
manner of right in respect of the aforesaid 12 fully paid
up Equity Share being 1391 to 1400 and 1739 to 1740
respectively;
c) A decree for declaration that the defendant No.1 is under
statutory obligation to record and/or transfer the
aforesaid 12 fully paid up Equity Share being Nos. 1391
to 1400 and 1739 to 1740 respectively in the name of
the plaintiff by making entry in the books of the
Defendant No.1;
d) A decree for permanent Injunction restraining the
defendant No.1 from transferring the aforesaid 12 fully
paid up Equity Share being 1391 to 1400 and 1739 to
1740 in the name of any third party or parties other
than the plaintiff;
e) A decree for temporary injunction restraining the
defendant no.1 from dealing with the said 12 fully paid
up Equity Share in favour of the defendant No.2 in any
manner whatsoever;
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14. Recently, on or about February ….., 2019, your petitioner
sought for the share holding of the defendant No. 1 Company
from the official website of the ministry of corporate affairs and
obtained the list of share holders of the defendant no.1
Company in the year ending 31st March, 2018. On perusal of
the same, it appeared that the name of Late Gaura Devi Bagree
did not feature in the said list of share holders and that the
defendant No. 3(a) herein held 123 Equity Shares in the
Defendant No. 1 Company. Immediately, thereafter, your
petitioner obtained a list of share holders of the Defendant No.1
Company from the official website of the Ministry of Corporate
Affairs for the year ending on 31st March, 2017 which recorded
that late Gaura Devi Bagree had 12 Equity Shares against her
name and Radha Bagree, the Defendant No. 3(a), herein, had
111 Equity Shares against her name. Copies of the list of
share holders of the Defendant No.1 Company for the year
ending on 31st March, 2017 and March 31, 2018 are annexed
hereto and marked with the letter “H” and “I” respectively.
15. Your petitioner thereafter obtained a copy of the form MGT-VII
from the official Website of the Ministry of Company Affairs in
respect of the Defendant No.1 Company which showed the
name of late Gaura Devi Bagree as the transferor and the name
of Radha Bagree, the defendant No 3(a) herein, as the
transferee. Such transfer purportedly took place on …………. A
copy of the said form MGT-VII is annexed hereto and marked
with the letter “J”.
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16. It is pertinent to mention that one Krishna Kumar Kothari, the
Chief Executive Officer of the defendant no. 1 company and one
Girdhar Das Purohit had challenged the adoption of your
petitioner by Late Gaura Devi Bagree by way of a suit, being
C.S. No. 258 of 2004, instituted before this Hon’ble Court. Your
petitioner craves leave to refer to the plaint of the said suit at
the time of hearing, if necessary.
17. However, such suit was subsequently withdrawn by the
plaintiffs in the said suit without making any prayer to file a
fresh suit on the self-same cause of action. In this regard, a
copy of the order dated April 30, 2018 passed by this Hon’ble
Court permitting such withdrawal of C.S. No. 258 of 2004, is
annexed hereto and marked ‘K’.
18. The defendant no. 3(a), despite having knowledge about the
adoption of your petitioner by Late Gaura Devi Bagree, had
never challenged the adoption of your petitioner.
19. Your petitioner, as an heir of late Gaura Devi Bagree is thus
entitled to transmission of the said 12 Equity Shares in his
own name. During the pendency of the above suit, the
defendant No. 3(a) usurped the aforesaid 12 Equity Shares
originally standing in the name of the original plaintiff No. 1,
the adoptive mother of your petitioner herein.
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20. In the above premises, the list of share holding of the defendant
No.1, as it appears from the records of the Registrar of
Companies, is required to be corrected by transmitting the
aforesaid 12 Equity Shares in the name of your petitioner. The
share holding of the defendant no. 3(a) in such list of share
holders is also required to be reduced from 123 to 111.
21. In the above premises it is humbly submitted that necessary
direction be given to the defendant No. 1 Company to correct
the list of share holders by incorporating the name of your
petitioner in such list with the aforesaid 12 Equity Shares in
his favour and also by reducing the shares holding of the
Defendant No. 3(a) from 123 to 111.
22. The defendant No. 3(a) and Defendant No. 3(b) have illegally
and wrongfully caused the recording of such illegal transfer of
the aforesaid 12 Equity Shares in the name of Defendant No.
3(a) during the pendency of the above suit. Unless such illegal
transfer is undone, your petitioner would suffer irreparable
loss, prejudice and injury.
23. Your petitioner has found out that the defendant No. 3(a) is in
the process of further transferring the aforesaid 12 Equity
Shares in favour of some unknown member of the Bagree
Family. In order to preserve the aforesaid 12 Equity Shares,
presently standing in the name of the Defendant No. 3(a), an
order of temporary injunction ought to be passed restraining
the defendant No. 3(a) from further transferring such shares.
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24. Unless orders as prayed for herein, your petitioner will be
gravely prejudice.
25. This application is bonafide and made in the interest of justice.
In the above premises, it is humbly prayed that your Lordship most
graciously be pleased to pass the
following order:
a) The defendant No.1 be directed
to rectify the list of share holders
of the defendant No. 1 Company
in the records of the Registrar of
Companies by transmitting the
aforesaid 12 fully paid up Equity
Share being 1391 to 1400 and
1739 to 1740 in the name of
Nikhil Nischal Bagree and by
reducing the share holding of the
defendant No. 3(a) from 123 to
111;
b) Temporary injunction restraining
the defendant No. 3(a) from
transferring, alienating,
encumbering, and/or creating
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