D. ROSS PORTER Vs. PIONEER SEED CO. LTD.

JUDGEMENT

(1.) The short question which falls for determination in this application is whether the director of a company has an absolute and unfettered right to inspect the records of the company. It has arisen in these circumstances.

(2.) Pioneer Hi -bred International Inc., USA (hereinafter to be referred as "PHI"), is organized and is existing under the laws of the State of low and was its registered office at 700, Capital Square, Des Monies 50309, USA. It is engaged worldwide in the business of research and development, production and sale of hi -bred seeds of various agricultural crops. The said business is being conducted for the last 62 years and is stated to have achieved enormous success and is regarded as a leader and pioneer in the seed business. The plaintiff, Mr. D. Ross Porter, is the Assistant General Counsel to the said company and is one of its directors.

(3.) Pioneer Seed Co. Ltd. (PSCL), the defendant, is a company incorporated under the provisions of the Companies Act, 1956, having its registered office at A -311, Ansal Chamber, I -3, Bhikaji Cama Place, New Delhi. It was incorporated on February 28, 1977, with the object of developing, growing, raising, processing, buying and selling, export, import and dealing in all kinds of seeds. PSCL is stated to have been set up and financed by PHI. The authorised capital of PSCL is Rs. 30 lakhs. Its subscribed and paid up capital is Rs. 5 lakhs. PHI holds 2,000 shares of the face value of Rs. 100 each Dr. Surinder M. Sehgal and Mrs. S. Kapoor hold 1,000 and 1,996 shares of Rs. 100 each, respectively. Remaining four shares are held by shares. Dr. Sehgal transferred his entire shareholding in in PSCL to Asian Investment Inc., a company wholly owned by Dr. Surinder M. Sehgal.