Koshy, C.J.

The first respondent bank is registered as a Banking Company with an authorised share capital of Rs.100 Crores. Now the bank is having 344 branches throughout India with 9 Zonal Offices. The appellant is a shareholder of two hundred shares with a face value of Rs.10/- each. At present, there are 10,87,79,655 equity shares of Rs.10/-each, held by about 28,000 share holders. The Reserve Bank of India has issued directions to the bank to fulfil the requirement of attaining a minimum net worth of Rs.300 Crores on or before 30.9.2007. Ext.P1 is the communication of the Reserve Bank of India to that effect. Even before issuance of the above communication, the Reserve Bank has also formulated guidelines on ownership and governance in private sector Banks as can be seen from Ext.P2. Being a mandatory requirement, the Bank decided to increase the Subscribed Capital by further issue of shares by offering right shares to the existing share holders. Ext.P3 special resolution was passed unanimously at the Annual General Meeting held on 30.6.2006 to achieve the above purpose. Accordingly Ext.P4, letter of offer, offering 1,02,26,307 equity shares of Rs.10/-each at a premiu