BIO CHEMICAL AND SYNTHETIC PRODUCTS LTD Vs. REGISTRAR OF COMPANIES ANDHRA PRADESH HYDERABAD

JUDGEMENT

(1.) This petition under rule 9 of the Companies (Court) Rules, 1959, is for a declaration that a transaction of sale of shares is not affected by section 79 of the Indian Companies Act.

(2.) The Bio-Chemical and Synthetic Products, Limited, is the petitioner. The first respondent is the Registrar of Companies, Andhra Pradesh, and the second respondent is the Under-Secretary to the Government of India, Ministry of Industries and Commerce, Department of Company Law Administration.

(3.) The material facts which led up to this petition may be briefly stated. The Bio-Chemical and Synthetic Products, Limited (hereinafter referred to as 'the company ') was registered as a public limited company under the provisions of the Companies Act, on 27th May, 1943. The office of the company is situated at Sanatnagar, Hyderabad. The objects of the company as set out in its Memorandum of Association, are to manufacture and deal in all kinds of harmones, ferments, vitamins, synthetic chemicals, biological products and other drugs. The authorised capital of the company is Rs. 15,00,000 (O.S.) divided into 150,000 ordinary shares of Rs. 10 (O.S.) each. In or about 1943, all the shares were issued for subscription at par, and all, except 42,413 shares, were fully paid up. With regard to the 42,413 shares, a sum of Rs. 8 (O.S.) was paid up, while the balance of Rs. 2 (O.S.) remained unpaid, per share. After due notice to the defaulting shareholders, the 42,413 shares were forfeited to the company with effect from 27th June, 1955. The present Managing Agents of the Company are the Hyderabad Syndicate (Private), Limited. At a meeting of the Board of Directors held on 4th December, 1956, the following resolution was passed :