JALPAIGURI CINEMA CO Vs. P N MUKHERJEE

JUDGEMENT

(1.) This appeal under Clause 10 of the Letters Patent by the JALPAIGURI Cinema Company Limited is directed against the judgment of learned Single Judge whereby a petition under Articles 226 and 227 of the Constitution of India filed by the appellant against Pramatha Nath Mukherjee and five others for quashing B the order of Member Company Law Board (respondent No. 6) was dismissed.

(2.) The appellant is a public limited company. It was incorporated in 1948 with a share capital of Rs. 10,00,000.00. The company owns a cinema house and is engaged in exhibition of films. Respondents I to 5 (hereinafter referred to as the respondents) belong to Mukherjee family. They purchased shares of the company from different shareholders. Out of those shares, we are in the present appeal concerned with the shares of the value of Rs. 1,90,000.00. When the respondents approached the appellant-company for the registration of the transfer of the shares in question, the Board of Directors declined to register the transfer of the said shares in favour of the respondents as per resolution dated March 23, 1967. The material part of that resolution reads as under :-

(3.) The respondents filed appeals under sub-section ( 3 ) of Section 111 of the Companies Act, 1956, against the above decision of the Board of Directors. The appeals were allowed by the Member, Company Law Board, as per order dated December 19, 1969, and the appellant- company was directed to register the shares comprised in the appeals in the name of the respective transferees. The appellant-company thereupon filed petition under Articles 226 and -227 of the Constitution for quashing the above order.