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IN THE HIGH COURT OF BOMBAY
Mrs. Sujata Manohar I.G. Shah, JJ.
Banoo J. Coyajee (Dr. Mrs.) and others .... Appellant.
Versus
Shanta Genevieve Prommeret Parulekar and others .... Respondents.
Advocates appeared :
S.D. Parekh with D.M. Nanavati, for appellants, in Appeal No. 655/88, Appeal No. 710/88, Appeal No. 711/88, Appeal No. 1032/88, Appeal No. 1214/88.
S.J. Shah i/b M/s. Pravin Mehta Mithi Co., for respondent 1 2, in Appeal No. 655/88, Appeal No. 710/88, Appeal No. 711/88, Appeal No. 1032/88, Appeal No. 1214/88.
A.H. Desai with Arif Bookwala i/b Shiralkar Co., for respondents 3, 6, 8 and 9, in Appeal No. in Appeal No. 655/88, Appeal No. 710/88, Appeal No. 711/88, Appeal No. 1032/88, Appeal No. 1214/88.
I.M. Chagia with P.M. Devite i/b Federal Reshmikant, for respondents 4, 5, 7 and 10 to 15 in Appeal No. 655/88, Appeal No. 710/88, Appeal No. 711/88, Appeal No. 1032/88, Appeal No. 1214/88.
B. Panigrahi, for respondent No. 9, in Appeal No. 1032/88, Appeal No. 1214/88.
It was next contended by the petitioners that the agenda of the meeting of the Board of Directors at which the transfer of these shares was accepted by the Board, did not contain this item relating to the transfer of these shares hence according to the petitioners, the Board meeting was invalid. The petitioners, after objecting to the manner of convening the Board meeting, had left the meeting. The subject mailer of transfer of shares was taken up after the petitioners had left Under the heading "to consider any other mailer with the permission of the Chairman." in this connection Allenton was drawn to Section 286 of the Companies Act which deals with the meetings of the Board of Directors. This Section does not say that every item which is discussed at the Board meeting most be specified on the agenda of the Board Meeting. It is well-known that every agenda of a meeting has a residuary clause to consider any other matter with the permission of the Chairman. The mailer with regard to the transfer of shares was considered at the meeting of the Board of Directors with the permission of the Chairman. No illegality was committed thereby.
2. Company Petition No. 476 of 1986 was filed by Shanta Genevieve Pommeret Parulekar and Claude-Lila Parulekar (hereinafter called the original petitioners) against Sakal Papers Private Limited and various other respondents as set out in that petition praying for rectification of the Register of Members of the 1st respondent Company in the following manner :
(i) The names of original respondents Nos. 5, 6, 8, 11, 12, 13 and 14 (hereinafter referred to as "the purchasers") be removed from the register of Members of the 1st respondent Company in respect of 3417 shares belonging to the estate of Dr. N.B. Parulekar and 93 shares belonging to the 3rd respondent:
(ii) the names of respondent Nos. 11, 12, 13, 15 and 16 be removed from the Register of Members of the 1st respondent Company in respect of 17,666 shares and for other ancillary reliefs.
3. The learned Single Judge who heard the petition by his judgment and order dated 13th January 1988 has allowed the petition. He has however, directed the 2nd petitioner to bring into Court a sum of Rs. 80,73,000/- within a period of six weeks. He has clarified that his order shall become operative on this amount being deposited in Court within the stipulated period. If the amount is not deposited, the petition is dismissed. On such amount being deposited he has directed the 1st respondent Company to comply with directions under prayers (a) and (b) and he has directed respondents Nos. 5, 6, 8, 11, 12, 13, 14, 15 and 16 to comply with the orders and directions under prayers (c) and (d). He has also directed respondent Nos. 11, 12, 13, 15 and 16 a sum of Rs. 17,66,600/- in respect of 17,666 shares returned to the Company as per prayer (b) and directed that 17,666 shares shall remain in the custody of the 1st respondent Company till such time as the Board of Directors as re-constituted after rectification, decides the price and the parties to whom these shares should be allotted. He has also given certain other directions. The petitioners did not deposit in Court the said sum of Rs. 80,73,000/- within the stipulated period. They applied for extension of time by taking out Company Application Nos. 93 of 1988 and 110 of 1988. These applications have been rejected by the learned Single Judge by his judgment and order dated 30th April 1988. The present appeals are filed by various parties in respect of these two judgments and orders of the learned Single Judge.
4. Appeal No. 742 of 1988 is an appeal filed by the original petitioners against the judgment of the learned Single Judge dated 13th January, 1988 conditionally allowing the main Company Petition No. 476 of 1986. Appeal No. 655 of 1988 is filed by the executors and trustees of the will or Dr. Parulekar against certain findings given by the learned Single Judge against them in his judgment and order dated 13th January 1988. Appeal No. 711 of 1988 is filed by the purchasers of 3417 shares sold by the executors and trustees under the will of Dr. Parulekar as also of 93 personal shares of some of the executors sold by them, against the finding given by the learned Single Judge in his judgment and order on 13th January 1988. Appeal No. 710 of 1988 is another appeal filed by these purchasers against certain finding given by the learned Single Judge in his order dated 30th March 1988 dismissing the Company Applications for extension of time. Appeal No. 1214, of 1988 is an appeal filed by the 1st respondent Company against the findings given by the learned Single Judge against it in his judgment dated 13th January 1988 while Appeal No. 1032 of 1988 is another appeal filed by the 1st respondent Company aga
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