Agarwala, J. - (1.) These are two connected petitions filed under Section 155 of the Companies Act, 1956, hereinafter referred to as " the Act". Company Petition No. 3 of 1981 has been filed by M/s. Kumar Exporters Private Ltd., petitioner No. 1, and Ashok Agarwal, petitioner No. 2, against Naini Oxygen Acetylene and Gas Ltd., having its registered office at 79, Darbhanga Colony, Allahabad, hereinafter referred to as " the company " and Ramesh Kumar Bansal, hereinafter referred to as " Bansal". Company Petition No. 4 of 1981 has been filed by Ajoy Agarwal against the company and Bansal. The facts on the basis of which the present petitions have been filed are identical. Similarly, the defence taken up by the respondent company and Bansal is also identical. In the circumstances, since common questions of fact and law arise, I am deciding both these petitions by means of a common judgment.
(2.) The company has an authorised capital of Rs. 30 lakhs divided into 2,50,000 equity shares of Rs. 10 each and 5,000 redeemable shares of Rs. 100 each. The issued and paid-up capital is Rs. 22 lakhs comprising of 2,20,000 equity shares of Rs, 10 each. Bansal held 13,400 equity shares of Rs. 10 each in the company. The company had allotted one single share certificate No. 11 to Bansal. The distinctive numbers of the shares as shown in the share certificate are 40,901 to 54,300, both inclusive. The shares issued in favour of Bansal were only partly paid up.
(3.) The case of the petitioner in the Company Petition No. 3 of 1981 was that Bansal transferred 2,500 shares out of said certificate to the petitioners. The case of the petitioners in Company Petition No. 4 of 1981 is that Ban-sal transferred 2,793 shares in favour of the petitioners out of share certificate issued to Bansal. The total number of shares transferred in favour of the petitioners, therefore, was 5,293. Since the share was valued at Rs. 10 each, it was agreed between the parties that a sum of Rs. 52,930 would be paid as consideration for the said shares. On April, 28, 1978, Ashok Agar-wal wrote a letter to the company that a sum of Rs. 44,850 be transferred from his account to the account of R.K. Bansal. On the same day, another letter was issued by D.P. Agarwal, who is the father of Ashok Agar wal as well as Ajoy Agarwal, the petitioners in both the cases, that a sum of Rs. 8,081.60 from his account be transferred and credited to the account of Bansal. The total consideration which was paid to Bansal was Rs. 52,931.60. This amount was credited in the account of Bansal and it is not disputed by the counsel for the company that in view of payment of this amount to Bansal, all the shares were made fully paid up.;