D.R. Deshmukh, J. - (1.) IN this petition filed under sections 397 and 398 of the Companies Act, 1956, the petitioner has sought the following reliefs: (a) The alleged vacation of office of director of the petitioner under section 283(1)(g) of the Companies Act, on August 30, 2005, be declared as null and void and non est and the petitioner be restored as a director from that date. (b) The alleged board meeting held on December 7, 1995, in which transmission of shares held by late Shri K.P. Bhargava, was approved, without application by the petitioner and notice of meeting to her as the then director, be declared as null and void and non -est. (c) The respondents be directed to deliver share certificates in respect of 802 shares held by the petitioner in the company. (d) The petitioner also seeks appointment of representative of the petitioner as director, say Sri S.N. Bhargava. (e) Such other order as may be deemed fit and proper. Admittedly respondent No. 1 company, Associated Chemical Industries (Kanpur) P. Ltd., is a family company. Late Shri K.P. Bhargava expired on February 1, 1994, was the father of the petitioner and held 2,364 shares in the company. Respondent No. 2 is the husband of Mrs. Shashi Bhargava respondent No. 3 and brother of the petitioner. Shri Anurag Bhargava respondent No. 4 is the son of respondent No. 2.
(2.) LEARNED counsel for the respondent stated on instructions that the respondents have no objection if the petitioner is reinstated as a director on the board of the company. It is further stated that being a sister respondent No. 2 and his family members undertake to provide necessary transport and all other facilities to the petitioner which as a director she is entitled to. It is further stated that the respondents shall send notice of each board meeting to the petitioner by registered post as contemplated under section 286 of the Companies Act. It is further stated that if the petitioner applies for duplicate share certificates for the 300 shares allotted to her in the board meeting of the company held on December 7, 1995, duplicate share certificates shall also be issued to the petitioner for the shares. It is not disputed by the petitioner that at no point of time did the petitioner apply to the company for transmission of the shares held by late Shri K.P. Bhargava under the law of intestate succession. The judicial orders passed in probate proceedings are also not in dispute and reveal as under: (a) Application filed by Shri Sudhir Bhargava (respondent No. 2) for obtaining probate on the will of late Shri K.P. Bhargava was dismissed by the Additional District Judge, Kanpur City on November 3, 2011. In the said proceedings, the petitioner a party, had notice and also filed an affidavit. (b) The order dated February 15, 2012, passed by the Additional Civil Judge, Senior Division, Kanpur whereby an application for probate was dismissed as time -barred, the affidavit of the petitioner has been considered which shows that the petitioner had knowledge of the will executed by late Shri K.P. Bhargava since the year 2001.
(3.) I have considered the arguments advanced by counsel for the parties and also the case law cited by either side.;