GURNIR SINGH GILL Vs. SAZ INTERNATIONAL PRIVATE LIMITED

JUDGEMENT

(1.) This is an appeal under Section 483 of the Companies Act, 1956. It assails an order granting leave to amend the reply to a petition under Sections 397 and 398 of that Act. The order is dated 12th December, 1985. It deals with many applications which had been moved in the proceedings. But, the present appeal is confined to the decision on C.A. No. 746 of 1985, which sought leave to amend the reply, and was allowed. Although this application seems a simple one, the case is somewhat complicated and it seems necessary to give a resume to make the contentions comprehensible.

(2.) Surjit Kaur and Adarsh Kaur are sisters. In 1954, they were married. Their husbands were brothers and had settled in Panama. Surjit Kaur had a son, G.S. Gill. Adarsh Kaur had a daughter, who is now married and is known as Mrs. Noorien Kaur Gill Vanlaer. These children were foreign nationals. In 1968, both the sisters were divorced from their respective husbands. But they remained non-resident Indians. They stayed in the United States of America and started a business there in high fashion garments. A company known as SAZ Ltd. was formed in which they were equal share holders. The business prospered, and they set up another company named SHEHNAI Ltd. which ran a showroom in New York known as SAZ BOUTIQUE. In this company, also, the two sisters were the only share holders.

(3.) In 1976, these two ladies formed a company in India known as Saz International Private Limited (the 'Company'), The nominal capital of the company was Rs. 10 lakhs divided into 10,000 shares of Rs. 100.00 each. Since both Surjit Kaur and Adarsh Kaur were non-residents, they could not hold any shares in the company without the permission of the Reserve Bank of India. So, in the beginning there were just two inconsequential share holders : a Mr. K.K. Bindal, who was the nephew of the two ladies, and a Mrs. Rashmi Puri, the wife of Mr. S.P. Puri, the Chartered Accountant of the company. Each of them held only one share. Afterwards, the share held by Mrs. Rashmi Puri was transferred to Mr. G.C. Mittal, an advocate, and he, then, became a Director of the Company.