SHANTA GENEVIEVE POMMERET Vs. SAKAL PAPERS PVT

JUDGEMENT

(1.) This is a company petition under section 155 of the Companies Act, 1956. Before stating the facts of this petition, it is necessary to set out in brief the nature of the controversy involved in this petition.

(2.) The first respondent-company is a private limited company and the first petitioner is one of the founder-members thereof. Under the articles of association, the first petitioner has a right of pre- emption, i.e., a right to purchase any shares of the first respondent company in the event of the same being sold by any other member. The petitioners challenge the transfer by respondents Nos.2,3 and 4 of 3,417 shares and 93 shares in favour of respondents Nos. 5,6,8,11,12,13and 14. The petitioners also challenge t he issue and allotment of 17,666 shares in favour of respondents Nos.11,12,13,15 and 16. It must be mentioned at this stage itself that both Mr.Cooper and Mr.Chagla have, in their usual fairness, admitted that respondents Nos.11 to 16 re companies owned nd/or controlled by respondent No.5 nd that respondents Nos.6 to 9 and 11 to 16 constitute a group headed by respondent No.5.

(3.) At this stage itself, it must also be mentioned that at the very outset, Mr.Cooper and Mr.Chagla had on behalf of their clients made a with prejudice offer that the respondents were willing to offer to the petitioners 7,345 shares at par, i.e., at Rs.100 so that the petitioners' original share-holding of 41 per cent. in the first respondent company is still maintained. This offer was not accepted by the petitioners and the petition was argued. On a question from the court, Mr.Chagla had staged that the respondents would be keeping the with prejudice offer open for he petitioners to accept for a period of two months from the date of this order. However, as explained subsequently, this offer is in fact meaningless.