9911796707
TMI Blog1983 (6) TMI 135X X X X Extracts X X X X X X X X Extracts X X X X ..... ase may be noticed : The petitioners are the shareholders of New Samundri Transport Co. (P.) Ltd., Ferozepur (hereinafter called "the company". Smt. Mohinder Kaur holds 210 shares, Mota Singh Granthi 210 shares, Smt. Basant Kaur 420 shares, Ravinder Kaur 840 shares and Gurmej Kaur 420 shares worth Rs. 10 each, on which 75% has been paid up. The respondent company was registered as a private limited company with its registered office at Ferozepur in terms of the memorandum and articles of association of the company. The authorised capital of the company is Rs. 4 lakhs divided into 40,000 equal shares of Rs. 10 each. The shares are paid up to the extent of 70%. Some of the petitioners had moved an application under sections 397 and 398 of the Act (Petition No. 30 of 1973) in which serious irregularities of fraud against the managing director of respondent No. 1 had been alleged. That petition, to start with, was contested but later on was got dismissed as withdrawn. In that petition, the respondent company had filed a written statement in which the factum of the petitioners being the shareholders in the company was never challenged. It is further averred that in that company petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ers be rectified and the names of respondents Nos. 2 to 6, in whose favour the transfer of shares has been made, be deleted from the register of members of the company. A further prayer has been made that damages be also awarded to the petitioners for the wilful fraud played by the respondents by violating the provisions of the articles of association and the Act. The petition has been contested on behalf of the respondents in which material allegations made in the petition have been controverted and the action of forfeiture of the shares has been defended. The petitioners chose to file replication in which the allegations made in the written statement have been controverted. This petition was tried by me. I had heard arguments in this petition. The learned counsel for the parties did not refer to any piece of evidence on the record. The only point that required determination was whether for the acts done and the alleged losses incurred by the petitioners during the period when their group had run certain buses separately in the name and style of New Samundri Bus Service, could their shares be forfeited ? Finding that the aforesaid point of law was of considerable importance, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... counsel for the respondents, very vehemently argued that the petitioners had obtained certain benefits under the agreement, i.e ., that they had been given certain buses and permits to ply ; that, after the order of B. R. Tuli J. dated July 28, 1972, the petitioners were bound to return the buses and the other property of the company in the same condition as it was handed over to them; that whatever benefit was taken by the petitioners under the contract (the agreement separating the original company into two groups), they were liable to return the same and that as the benefits earned by the petitioners as a result of the bifurcation of the original company were not being returned, their shares could legally be forfeited. Mr. Sethi had also referred to certain evidence in order to show that the petitioners created a huge liability and, as such, the action of forfeiture was justified. After giving our thoughtful consideration to the entire matter, we find that there is considerable force in the contentions raised by Mr. Grover, learned counsel for the petitioners. On the respective contentions of the learned counsel for the parties and on admitted facts, the question that aris ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ich are not fully paid up and when some money becomes presently payable on those shares or a call is made for all moneys (whether presently payable or not or payable at a fixed time) in respect of those shares. No other provision was brought to our notice under the Act which might have some bearing on the question of forfeiture of shares or lien of the company. It was argued by Mr. Sethi, learned counsel for the respondents that the buses were run for two years by the petitioners' group and heavy losses were incurred by them and for the losses which had been incurred, the petitioners would be termed debtors and each one of them would be jointly and severally liable. According to the learned counsel, the amount of loss incurred by the petitioners would be the amount presently payable. To us, this argument does not appear to be sound and plausible. It was as a result of the order of B. R. Tuli J., dated July 28, 1972, that the original company would be deemed not to have been bifurcated into two groups ; with the result that during the period when the two groups worked separately, if some losses were incurred, then those losses would be of the company which have to be met out of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d in the petition which could not properly be determined in this petition. In support of his contention, the learned counsel placed reliance on the judgments in Dewan Singh v. Minerva Films Ltd. [1959] 29 Comp. Cas. 263 (Punj.), S. Bhagat Singh v. Piar Bus Service Ltd. [1960] 30 Comp. Cas. 300 (Punj.), People's Insurance Co. Ltd. v. C.R.E. Wood and Co. Ltd. [1961] 31 Comp. Cas. 61 (Punj.), Smt. Soma Vati Devi Chand v. Krishna Sugar Mills Ltd. AIR 1966 Punj. 44, and Public Passenger Service Ltd. v. M.A. Khadar [1966] 36 Comp. Cas. 1 (SC) and a few others. We are afraid, we are unable to agree with this submission of the learned counsel. No complicated question of fact is involved in this petition. On a pure question of law, a reference was made and the same has been decided without any difficulty. In this view of the matter, the petition cannot be thrown out on the ground that the petitioners should seek relief in the civil court. No other point arises for consideration. For the reasons recorded above, we allow this petition and direct that the names of the petitioners be restored and that of the respondents be deleted and necessary rectification in the register of mem ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
