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Issues Involved:
1. Whether the petitioner has filed a suit in the court of the Senior Subordinate Judge, Kapurthala, in which the same matter is sub-judice, and the said suit is still pending? 2. If Issue No. 1 is proved, whether this petition is maintainable? 3. Whether shares Nos. 601 to 700 and shares Nos. 701 to 800 were held jointly by the petitioner and her husband, late Shri Madho Ram Puri, as alleged by the respondents, or 100 out of those were held separately by the petitioner individually and by her late husband individually? 4. Whether the transfer of 100 shares by Raghbir Singh, respondent No. 5, in favour of Smt. Raj Rani and Smt. Usha Rani, respondents Nos. 2 and 3, respectively, was legal and valid, and in accordance with the relevant articles of association? 5. Whether the transfer of the aforesaid 100 shares by Smt. Raj Rani and Smt. Usha Rani, respondents Nos. 2 and 3, respectively, in favour of Parkash Chand Aggarwal, respondent No. 4, was valid, and in accordance with the articles of association of the company? 6. Whether the register of members of the company requires to be rectified in any manner as a result of the finding on the above issues? Issue-wise Detailed Analysis: Issues Nos. 1 and 2: The petitioner had filed Civil Suit No. 323/1970 for a declaration regarding the sale of shares, which was decreed by the Senior Subordinate Judge, Kapurthala, and later dismissed by the District Judge, Kapurthala. The petitioner appealed, and the High Court restored the trial court's decree. The court concluded that neither the parties nor the subject matter in both litigations were the same, so the present petition under section 155 of the Companies Act is maintainable. Issue No. 3: The court examined documents and testimonies to determine the ownership of shares Nos. 601 to 700 and 701 to 800. The evidence showed that both sets of shares were initially held jointly by Madho Ram Puri and Raghbir Singh. The letter dated May 10, 1961, from Madho Ram Puri and Raghbir Singh to the company requested splitting the shares, indicating joint ownership. Consequently, the court concluded that both sets of shares were owned equally by the deceased and Raghbir Singh, and after Madho Ram Puri's death, the petitioner and Raghbir Singh became joint owners of both sets of shares. Issue No. 4: The court referred to articles 20 to 23 of the company's articles of association, which restrict the transfer of shares to non-shareholders unless existing shareholders are unwilling to purchase them. The petitioner had served notices on the company for registered cover notifications, but the company failed to send a proper notice regarding the transfer of shares by Raghbir Singh to Smt. Usha Rani. The resolution dated September 7, 1969, was found to have interpolations, and the quorum for the meeting was not met as per article 98. Therefore, the transfer of shares by Raghbir Singh to Smt. Usha Rani was deemed illegal. However, the transfer to Smt. Raj Rani, a shareholder, was valid. Issue No. 5: Since the transfer of shares by Raghbir Singh to Smt. Usha Rani was invalid, she could not further transfer them to Parkash Chand Aggarwal, respondent No. 4. Additionally, Smt. Raj Rani could not transfer shares to Parkash Chand Aggarwal, a non-shareholder, without following the procedure in articles 20 to 23. Hence, the transfers by Smt. Usha Rani and Smt. Raj Rani to Parkash Chand Aggarwal were also invalid. Issue No. 6: Based on the findings, the court held that Raghbir Singh was rightly shown as the owner of shares Nos. 601 to 700 and 701 to 800, along with the petitioner in the register of members. The transfer of shares by Raghbir Singh to Smt. Raj Rani was valid, but the transfer to Smt. Usha Rani and subsequent transfers to Parkash Chand Aggarwal were invalid. The court directed that the registers of the company be rectified accordingly and made no order as to costs due to partial success.
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