KUMARAN POTTY Vs. VENAD PHARMACEUTICALS AND CHEMICALS LTD.

JUDGEMENT

(1.) VENAD Pharmaceuticals and Chemicals Ltd. is a company jointly promoted and formed in 1980 by the Kerala State Industrial Development Corporation along with Padmakumar and associates. Among the associates, P.G.K. Pillai, father of Padmakumar, was the Vice -chairman. Padmakumar was the managing director. The chairman was a person from Bombay. P. W. 2, K.L. Menon, was a director. The petitioner is an employee of the company. The petition is under Section 155 of the Companies Act, 1956, for rectification of the share register of the company by inclusion of the name of the petitioner also as a shareholder. The prayer was strongly opposed by the respondent company.

(2.) DUE to mismanagement by the board of directors, the company was taken over by the Kerala State Industrial Development Corporation by purchasing shares and it got impleaded as additional second respondent. The second respondent also disputed the claim.

(3.) THE only point for consideration is whether the petitioner has any title to have his name entered in the share register of the company. The petitioner examined himself as PW -1 and also one of the directors of the company as PW -2. DW -1 was examined on behalf of the additional second respondent. Certain documents were also produced and proved by either side. What is seen from the evidence is that the Vice -Chairman, P.G.K. Pillai, and his son, the managing director, Padmakumar, received various amounts from the 41 employees alleged to be by way of loans under the agreement that it will be repaid and, if not, converted into shares. The claim of the petitioner alone seems to remain. All others are said to have settled their claims with P.G.K. Pillai on receipt of 70 per cent of their amount.