- (1.) DILBHAJAN Singh and others have filed this petition under s. 155 of the Companies Act, 1956 (hereinafter referred to as " the Act"), for rectification of the register of the members of the company. Originally, the petition was filed by eight petitioners. The names of petitioners Nos. I and 6 were struck off, vide order dated December 1, 1978. Dalip Singh, petitioner No. 3, has died and his legal representatives have not been brought on record. In this situation, the present petition would be deemed to have been filed by five petitioners, i. e. , Smt. Mohinder Kaur, Mota Singh, Smt. Basant Kaur, Smt. Ravinder Kaur and Smt. Gurmej Kaur.
(2.) IN order to appreciate the controversy, certain salient features of the case may be noticed : The petitioners are the shareholders of New Samundri Transport Co. (P.) Ltd. , Ferozepur (hereinafter called " the company ". Smt. Mohinder Kaur holds 210 shares, Mota Singh Granthi 210 shares, Smt. Basant Kaur 420 shares, Ravinder Kaur 840 shares and Gurmej Kaur 420 shares worth Rs. 10 each, on which 75% has been paid up. The respondent company was registered as a private limited company with its registered office at Ferozepur in terms of the memorandum and articles of association of the company. The authorised capital of the company is Rs. 4 lakhs divided into 40,000 equal shares of Rs. 10 each. The shares are paid up to the extent of 70%. Some of the petitioners had moved an application under Sections 397 and 398 of the Act (Petition No. 30 of 1973) in which serious irregularities of fraud against the managing director of respondent No, 1 had been alleged. That petition, to start with, was contested but later on was got dismissed as withdrawn. In that petition, the respondent company had filed a written statement in which the factum of the petitioners being the shareholders in the company was never challenged. It is further averred that in that company petition, an application on behalf of respondent No. 1 had been filed for the amendment of the written statement in which it was averred that the company had forfeited the shares of the petitioners for non-payment of the amount due from them. It is only then that the petitioners had come to know about the alleged forfeiture of the shares. That application was rejected by B. R. Tuli J. (as his Lordship then was) on January 4,1974, vide order in Company Application No. 55 of 1971. Letters Patent Appeal against that judgment was also dismissed. The special leave petition in the Supreme Court was also dismissed.
(3.) IT is further averred that in Company Application No. 55 of 19-71, it had also been alleged that the New Samundri Transport Co. (P.) Ltd. was bifurcated into separate groups, i. e. , (i) New Samundri Bus Service, and (ii) Samundri Roadways (P.) Ltd. , that the said separation was held to be illegal by this court as a result of which the permits and vehicles were retransferred to the New Samundri Transport (P.) Ltd. , that on retransfer, the petitioners had failed to render proper accounts of the working and management, with the result that the total loss incurred by fhe petitioners amounted to Rs. 2,06,717'01; that this amount was due from the petitioners and that in lieu of this amount, a lien was created on the shares of the petitioners, which were sold to some other persons, the details of which are as under : No. Originally held by Transferred toof shar es 210 Smt. Mohinder Kaur Sohan Singh s/o Dalip Singh 210 Mota Singh Granthi Sohan Singh s/o Dalip Singh 420 Basant Kaur Ravinder Kaur w/o Joginder w/o Joginder Singh 840 Ravinder Kaur Jaswant Singh s/o Daulat Singh 420 Gurmej Kaur Amrik Singh s/o Daulat Singh;