Dipak Kumar Sen, J. - (1.) Debendra Nath Bhattacharya, since deceased, and Deb Kanta Roy were the promoters of Gluco Series P. Ltd. (hereafter referred to as "the company") which was incorporated on November 11, 1959. At the incorporation of the company, Debendra subscribed for 1,000 shares and Deb Kanta subscribed for 200 shares of Rs. 100 each.
(2.) The main object of the company is to manufacture and sell glucose of various types.
(3.) The articles of association of the company provide, inter alia, as follows: "Article 7....the company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or as by statute required, be bound to recognise any benami, equitable or other claim to/or interest in such share on the part of any other person. Article 29.--Number of directors shall not be less than two and more than seven until otherwise determined by general meeting. Article 30.--The first directors of the company are-- (a) Sri D.N. Bhattacharjee (b) Sri D.K. Roy. The first directors of the company shall be permanent directors and shall not be subject to retirement by rotation. The directors shall have power at any time and from time to time, to appoint any person as an addition to the board so that the total number of directors shall not at any time exceed the maximum number fixed. Article 42.--Sri D.N. Bhattacharjee shall be the chairman of the board of directors of the company and shall continue to act as such until he resigns voluntarily. He shall preside over all meetings of the board and all general meetings--ordinary or extraordinary. The chairman shall have the authority to exercise all the powers of the managing director as mentioned in Clause 44. The remuneration of the chairman shall be fixed by the board. Article 43.--The business of the company shall be carried on by the managing director subject to the supervision and direction of the board. Sri D. K. Roy shall be the managing director of the company, and shall continue to act as such managing director of the company until he voluntarily resigns the same.";