T.K.Basu, J. - (1.) This is an application under Section 155 of the Companies Act, 1956, for rectification of the share register of respondent No. 1. The application arises under the following circumstances.
(2.) The petitioner, B. K. (Holdings) Pvt. Ltd. some time in the month of August, 1979, purchased 1,855 ordinary fully paid-up shares of Rs. 100 each in the respondent-company from respondents Nos. 2 to 7 for valuable consideration. According to the petitioner, it became the lawful owner of the said shares and was entitled to have the shares registered in the name of the petitioner. According to the petition itself the said shares are not quoted or dealt with on any recognised stock exchange in India.
(3.) One of the specimen agreements for sale is annexed to the affidavit of Amar Nath Roy filed on behalf of the company and affirmed on the 8th January, 1980. The material portion for our purpose is Clause 3, which provides as follows : " The purchaser shall pay to the seller the agreed price for the said shares at the rate of Rs. 100 (one hundred) per share as follows : (a) A/c. payee bank draft in favour of the seller for 50% amount of the agreed price will be handed over by the purchaser to Shri Arun Krishna Roy against delivery of blank transfer deeds duly signed by the seller. (b) The balance 50% amount of the agreed price will be paid within nine months from the date hereof...... ";