SHANTADEVI PRATAPSINH GAEKWAD Vs. SANGRAMSINH P GAEKWAD

JUDGEMENT

(1.) These three appeals are directed against the judgement and order passed by the learned Single Judge on 17th April, 1995, in Company Petition No. 51 of 1991, dismissing the petition which was filed under the provisions of Sections 397 and 398 of the Companies Act, 1956. O.J. Appeal No. 6/95 has been preferred by the petitioners of the Company Petition No. 51/91 and the other two O.J. Appeals No.s 7 and 8 of 1995 have been preferred by the supporting original respondents Nos. 11 and 12. Since common points were involved, all these three appeals have been argued together by referring to the record of the O.J. Appeal No.6/95, by both the sides.

(2.) The case of the appellants in O.J. Appeal No. 6 of 1995 (hereinafter referred to as the petitioners) was that the respondent No.6 company Gaekwad Investments Corporation Pvt.Ltd. (hereinafter referred to as "the company") which was initially incorporated as a Public Ltd. company in the year 1958 was converted into a Private Limited company around the year 1971 and its registered office is situate at "`Indumati Mahal', Jawaharlal Nehru Marg, Baroda 390 001". The company was established with the objective of carrying on business of an investment trust company and to transact the activities which are referred to in the Memorandum of Association of the company and its Articles of Association at Annexure "A" to the petition.

(3.) According to the petitioners, the said company was closely held by family members and family friends who were its share-holders. Since its incorporation and until his demise on 1st September, 1988, Shrimant Fatehsinh Gaekwad was the Chairman of the company and in his absence, his mother the petitioner No.1 Smt. Shantadevi Pratapsinh Gaekwad used to function as the Chairman. Shrimant Fatehsinhrao Gaekwad was holding about 75% of the equity shares of the company. According to the petitioners, the equity share capital in the company consisted of 425 shares of Rs. 100 each, out of which Shrimant Fatehsinhrao Gaekwad owned 301 shares, the petitioner No.1 owned 7 shares, the supporting respondent Smt.Shubanginidevi owned 5 shares, the supporting respondent Smt. Mrunalinidevi Puar owned 10 shares, the respondent No.1 Shri Sangramsinh P. Gaekwad, brother of Shrimant Fatehsinhrao Gaekwad owned one share and his wife Smt. Asharaje Gaekwad, respondent No.2 herein owned 5 shares. The remaining shares were held by the members of the family of Shrimant Fatehsinhrao Gaekwad and his friends. The statement showing share-holding pattern of the 425 shares is at Annexure "A-1" to the petition. According to the petitioners, on the demise of Shrimant Fatehsinhrao Gaekwad on 1st Sept. 1988, his mother, the petitioner No.1 was his sole heir.