KOTHARI INDUSTRIAL CORPORATION LTD Vs. LAZOR DETERGENTS PRIVATE LTD

JUDGEMENT

(1.) KOTHARI Industrial Corporation Ltd., hereinafter called "the company", has filed 11 petitions under Section 111(4) of the Companies Act, 1956 (hereinafter referred to as "the Act"), praying for rectification of its register of members. Since the circumstances and the cause of action in respect of all these petitions are similar, these petitions are disposed of by this single common order.

(2.) Respondents Nos. 1 to 11 herein are respondent No. 1 in the respective petitions and they are all corporate entities. These companies, during the months of June, 1991 ; June, 1992 and September, 1992, lodged with the company, transfer instruments in respect of a large number of shares and the company registered these transfers as per the details indicated below :

(3.) HE contended that the petitions have been filed with mala fide intentions and with some ulterior motives. The company has fraudulently deprived the respondents of over Rs. 3.5 crores invested by them for the rights and additional rights by having obtained the interim restraint order from the Company Law Board. Having registered the shares in the names of the respondents, having paid them dividends, having registered them as members of the company and having given letters of offer for PCDs, it would be against equity now to represent that their recognition as members was based on faulty instruments of transfer. It is more so when the company could attain 90 per cent. subscription to PCDs only with the subscription made by the respondents.