DINA NATH SODHI Vs. EASTERN LINKERS PRIVATE LIMITED

JUDGEMENT

(1.) This judgment will dispose of C. A. 608 of 1972 also. D. N. Sodhi was a shreholder and Director of Eastern Linkers Private Limited (which will hereafter be called the "Company"); the other Director of the Company was S.L. Bali. The Company was impleaded as respondent No. 1 and S. L. Bedi as respondent No. 2. Smt. Shakuntala Bali wife of S. L. Bali and P. L. Sood and Kartar Singh were impleaded as respondents 3. 4 & 5, being the other shareholders of the Company. It was alleged by D. N. Sodhi in his petition (C. P. 32/71) under Sections 397 and 398 etc. of the Companies Act that the group of shareholders (respondents 2 to 5) were guilty of certain acts of oppression of D. N. Sodhi. Various reliefs including the investigation of the affairs of the Company, the removal of the present Board of Directors, the appointment of an administrator, the annulment of allotment of certain shares and the restoration of names of certain family members of D. N. Sodhi to the register of members, were sought. The company's authorised capital was 5 lakhs divided info 200,5% comulative preference share of Rs. 2,000.00each and 1000 ordinary shares of Rs. 100.00 each; the ordinary shares were at par with the preference shares with regard to voting rights and repayment of capital in the event of winding up. Upto November 12, 1970, the paid up capital of the company was Rupees one lakh. D N. Sodhi claimed to hold 4 commulative shares of the value of Rs. 2,000.00 each ; he also claimed, in addition, that 17 other such shares were held by the rnembers of his family. It was alleged by him that on 13 th November, 1970, 1000 equity shares ofRs. 100.00 each had been issued at the instance of S. L. Bali to himself, his wife and children etc. without the knowledge of D. N. Sodhi, in order to gain control over the Company.

(2.) This petition (C. P. 32 of 1971) was resisted by S. L. Bali, inter alia, on the ground that D. N. Sodhi, had only four fully paid up preference shares whereas his wife held another preference share, it was furter alleged hat the two sons and daughter of D. N. Sodhi, who arc stated to hold four preference shares each, did not hold any share at all in the Company and were not its members.

(3.) D. N. Sodhi made the following statement which I recorded all on 8th November 1971in C. P. 32 of 1971 : I and members of my family own 21 comulative preference shares in the company, lf we are paid at the rate ofRs. 7, 500.00 per commulative preference .share we are willing to transfer those shares to Shri S. L. Ball within a fortnight of the decision of the Court as to whether the shares owned by us are 21 as we contend or only 5 as Shri Bali contends". On the same day S L. Bali made the following statement :-