KAMLA DEVI MANTRI Vs. GRASIM INDUSTRIES LTD

JUDGEMENT

(1.) SMT. Kamla Devi Mantri, residing at 6/3 Queens Park, Calcutta, has filed this petition under Section 155, read with Section 108 of the Companies Act, 1956, against Grasim Industries Ltd. , Birlagram, Nagda (hereinafter referred to as "the company") and Smt. Sarla Devi Somani.

(2.) THE company is incorporated under the corporate name and style of Gwalior Rayon Silk Mfg. (Wvg.) Co. Ltd. The authorised share capital of the company is thirty crores and fifty lakhs divided into 2,50,00,000 ordinary shares of Rs. 100 each. The paid-up share capital of the company is Rs, 23,07,00,000 divided into 2,15,90,000 ordinary shares of Rs. 10 each fully paid-up and 1,48,275 preference shares of Rs. 100 each fully paid-up. The aforesaid share capital of the company and the objects with which the company was established, as enumerated in para 5 of the petition, are not in dispute. Articles 44, 45, 46, 47, 50, 51, 54, 55, 56, 58, 59 and 60 as enumerated in para 5 (b) are also not in dispute. It is also common ground that respondent No. 2 is the daughter of the petitioner.

(3.) THE grievance of the petitioner is that respondent No. 2, Smt. Somani, has wrongfully and illegally obtained registration in her name as the second joint holder along with the petitioner as the first named shareholder in respect of the petitioner's 10,774 ordinary shares of Rs. 10 each fully paid-up in the first respondent on the basis of a purported transfer apparently. But, in fact, the petitioner neither intended to transfer the aforesaid shares nor received any consideration for such transfer as the said second respondent has no right, title or interest in the said 10,774 shares. The petition has, therefore, been filed to seek rectification of the register of members of the first respondent by deleting the name of the second respondent therefrom as the joint shareholder in respect of the aforementioned shares thereby retaining the name of the petitioner alone or. the said register and the said share certificates.