SABYASACH1 MUKHARJI - (1.) LEAVE granted.
(2.) THIS is an appeal from the judgment and order of the Division Bench of the High Court of Delhi, dated 31/08/1989 (reported in (1989) 3 Delhi Lawyer 293). The appellant No. 1 M/ s World Wide Agencies (P) Ltd. is a private limited company incorporated under the provisions of the Indian Companies Act, 1956 (hereinafter referred to as the Act) to which Table 'A' of Schedule 1 to the Act applies, as stipulated under the Articles of Association of the company. As per the memorandum of association the appellant company was carrying on the business of travel agents at G-40, Connaught Circus, New Delhi. The authorised share capital of the company was to the tune of Rs. 5 lakhs divided into 5000 equity shares of Rs. 100 each. The paid up capital as per the last annual return filed by the company with the Registrar of Companies, was Rs. 2,01,000.00. The company had at all relevant times 7 shareholders and the total number of shares subscribed and paid up was 2010 shares. The appellant No. 2 Mrs. Amrit Kaur Singh, at all relevant times, was a shareholder holding 545 fully paid up shares in the share capital of the company, and was also the whole-time working Director of the Company, holding the office from 1974 onwards. Late Mr. G. K. Desor was a British national. He held 600 shares in the said company, acquired by him from the Ex-Managing Director Mr. Amrik Singh Saluja and his family. The respondents Nos.2 and 3 to this appeal are children of late Mr. S. K. Desor who died on 5/03/1985. As per the certified copy of the annual return made up to 15/02/1984 the shareholders of appellant No. 1 (company) were as follows:- JUDGEMENT_536_1_1990Html1.htm A petition under Ss. 397 and 398 of the Act and in the alternative for winding up of the company was filed by the respondents on 25/03/1985, wherein it was alleged that on 12/03/1985 respondent No. 1, being the widow of late Mr. S. K. Desor, applied as a legal heir of late S. K. Desor to the Board of Director of the appellant-company for transmission of 350 shares held by her late husband. It is stated that the shares of Yash Pal Malhotra had been acquired by late Mr. S. K. Desor; and that respondent No. 1 led an affidavit of her daughter Ms. Kim Paul, relinquishing her claim to the shares of her late father. The Board of Directors resolved that they had no objection to transmission of the shares held by Mr. S. K. Desor but the actual transmission would take place on respondent No. 1's obtaining Reserve Bank of India's permission and the succession certificate. The respondent No. 1's application for allotment of 5 shares as per her letter of the same date was allowed by the Board of Directors, and it was resolved that in view of allotment of these shares, her interest in the shares of her late husband, she be appointed as a Director of the Company, subject to Reserve Bank of India's permission.
(3.) IT is stated in the judgment under appeal that at the said meeting of the Board of Directors, they recorded their deed appreciation for the services rendered by late Mr. S. K. Desor as Managing Director-cum-Chairman of the company, and mourned his passing away. The quorum of the said meeting was two - Mrs. Amrit Gupta and Mrs. Savitri Devi Kohli. IT is recorded in the judgment under appeal that on 23/03/1985 the Board of Directors held another meeting. The minutes of the meeting of 12/03/1985 were confirmed by the two above-mentioned Directors. The third Director, Mrs. Amrit K. Singh, however, objected as she stated that she had not been informed of the last meeting. Various averments had been made in the petition with regard to oppression and removal of certain valuables by Mrs. Amrit K. Singh and illegal operation of the bank account etc. IT was also asserted that Mrs. Singh was holding 545 shares benami and these in fact belonged to Mr. S. K. Desor. A preliminary objection was raised on behalf of Mrs.. Amrit K. Singh regarding the maintainability of the petition on the ground that the appellants were not members of the company as their names had not been recorded in the register of members. A further objection was taken that a composite petition under Ss. 397 and 398 of the Act with an alternative prayer for winding up of the company was not maintainable.;