CLAUDE LILA PARULEKAR Vs. SAKAL PAPERS P LTD

JUDGEMENT

(1.) In 1933 Dr. N. B. Parulekar and his wife shanta, started a Newspaper called Sakal. in 1948, Dr. Parulekar and Shanta promoted a company known as M/s. Sakal Papers Pvt. Limited, which is the respondent no. 1 and is referred to hereafter as 'the company". Dr. Parulekar died in 1973. Shanta died during the pendency of the appeal before this court. The appeal which is now being prosecuted by the daughter of Dr. Parulekar and shanta, arises out of proceedings initiated by Shanta and the appellant under Section 155 (as it stood in 1986) of the Companies act, 1956 (referred to hereafter as 'the Act') in the Bombay High Court.

(2.) The appellant was brought on record as Shanta's only legal heir and representative. As Shanta was alive during the proceedings before the High Court, to avoid unnecessary verbiage, the appellant and shanta are referred to hereafter as 'the appellants'.

(3.) One of the matters in dispute in this appeal relates to the transfer of 3417 shares in the company belonging to the estate of late Dr. Parulekar by three of the four executors of the Will of Dr. Parulekar. The executors named in the Will were shanta, the respondent no. 2, the respondent no. 3 and the respondent no. 4. There is also a challenge to the transfer of 93 shares by the respondent nos. 3 and 4 in the company. The basis of the claim of the appellant and Shanta with regard to the 3417 and 93 shares was the failure to allow the appellants to exercise their undisputed right of pre-emption in respect of the shares. The second branch of the appellants' grievance pertains to the issue and allotment of 17,666/- shares of the company. The beneficiary of these transfers/ allotments is the respondent no. 5 and his group represented by the respondents nos. 6 to 16 (hereafter referred to collectively as the Pawar Group). According to all the respondents briefly speaking, the appellants were precluded from exercising any right of pre-emption and had in any event failed to exercise their right of pre-emption in respect of the 3417 and 93 shares. As far as the issue of 17,666/- shares are concerned it is submitted that it was validly done and the allotment of the shares was duly made to the Pawar group.