- (1.) This is an application made by the People's Insurance Company Limited, in liquidation through its Official Liquidator, under S. 155 of the Companies Act, 1956, for rectification of the members' register. A brief resume of the early history which led to the filing of this application may be given.
(2.) The People's Insurance Company Limited, was incorporated under the Indian Companies Act, 1913 and had its registered office at Qutab Road, Delhi. Respondent No. 1 is a private limited Company incorporated under the Indian companies Act, 1913 with its registered office in New Delhi. There are four sets of respondents in this case- Firstly, C. R. E. Wood and Company (Private Limited, which is respondent No. 1, Secondly, respondents Nos. 2 to 6 and 8, Thirdly, respondents Nos. 7 and 9, and Fourthly, respondents Nos. 10 to 13.
(3.) On 9-8-1947, the petitioner-Company had purchased a block of 780 shares of the respondent Company for Rs. 78,000/-. These shares represented nearly two-thirds of the issued capital of that Company. Till 30-9-1951, these shares were shown in the books of the petitioner-Company as its property, but for the first time reference to these shares in the balance-sheet of the petitioner- Company for the year ending 31-12-1951, was omitted. In the petitioner Company's ledger the last entry when these shares were shown to be its property is dated 30-9-1951, vide Exhibit P.W. 2/12. On 2-9-1952, the Board of Directors of the petitioner-Company passed a resolution confirming sale of these 780 shares by the Company's Managing Director S. Sardul Singh Caveeshar. In this resolution no details were given as to the date of sale or the names and descriptions of persons to whom the shares were to be transferred. There was not even a mention of the consideration of these shares. It is alleged that the books of the Company do not show receipt of any consideration for these shares. Prior to 2-9-1952, two meetings of the Board of the petitioner- Company were held on 15-4-1952, and 12-7-1952, respectively but no matter regarding the sale of these share was brought up at those meetings.;