GORDON WOODROFFE LTD Vs. TRIDENT INVESTMENT AND PORTFOLIO SERVICES P LTD

JUDGEMENT

(1.) THIS is an application filed by Gordon Woodroffe Limited (hereinafter referred to as "GWL") making reference under Section 22A(4)(c) of the Securities Contracts (Regulation) Act, 1956 (hereinafter referred to as "the SCR Act"), seeking confirmation of this Bench of the decision of the board of directors in their meeting held on May 26, 1992, to refuse the registration of transfer of certain shares in favour of Trident Investment and Portfolio Services Private Limited (hereinafter referred to as "Trident").

(2.) The facts of the case are that on March 30, 1992, Trident lodged with GWL instruments of transfers in respect of 2,67,725 equity shares constituting 6.84 per cent. of the paid-up capital in GWL for registration in favour of Trident. In all, there were 4,154 transfer deeds involving 8,714 share certificates. Along with the transfer documents, Trident also filed a declaration under Section 187C of the Companies Act, 1956 (hereinafter referred to as "the Act"), indicating therein the name of Tracstar Investment Private Limited as the holder of beneficial interest as absolute owner of these shares. The board of directors of the company considered the transfers in their meeting held on May 26, 1992, and formed an opinion, according to the company, in good faith, to refuse the registration of transfer on the following grounds :

(3.) IN view of the above, these five directors sought for suitable amendment to the main reference filed earlier, to incorporate the correct resolution.