Dipankar Datta, J.

All the three appeals being directed against the judgment and order dated 4th July, 2008 passed by a learned Single Judge of this Court, they were heard together and shall be governed by this common judgment.

2. The appellant in APOT Nos. 266 and 267 of 2008 (hereafter the plaintiff) instituted C.S. No.274 of 2006. The cause of action giving rise to the suit, in brief, is that the plaintiff is a shareholder of the company holding 1,29,677 shares representing more than 7% of the total share holding; that from the notice of the Annual General Meeting, he noticed that the company as a special business was proposing to pass a resolution under section 81 (1A) of the Companies Act. 1956 (hereafter the Act) for issue and allotment of 1,32,000 equity shares of Rs.10 each on a preferential basis to the promoters, viz. Hindusthan Composites Limited (defendant No.2) and M/s. J.L. Morrison (India) Limited (defendant No.3) out of un-issued authorized share capital; that the explanatory statement attached to the notice of the Annual General Meeting under section 173 of the Act revealed the object of issuing the said shares on preferential basis to the defendant Nos.2 an