1. The appellant, Suresh Chandra Marwaha, filed a petition under Sections 397 and 398 of the Companies Act against the respondents which was dismissed by the learned single judge on March 17, 1972, and this appeal under Clause 10 of the Letters Patent has been directed against that order.

2. The appellant is a shareholder of M/s. Lauls Private Ltd., Faridabad (hereinafter called " the company "), holding 5 shares of Rs. 100 each. His mother, Shrimati Shiv Chandrika Marwaha, holds 754 shares and the petition has been filed with her support. Thus, the appellant and his mother hold more than 10 per cent. shares of the company and were entitled to file a petition under Sections 397 and 398 of the Companies Act.

3. The company was incorporated as a private company limited by shares in 1933 and its principal promoter was Shri S. R. Laul, advocate. Articles 6 and 8 of the company provided as under :

"6. That no shares of this company shall be held by any person other than the descendants of Mr. S. R. Laul except such shares as have been or are transferred with the previous consent of the board of directors as laid down in Article 6 or are allotted to any outsider hereafter by the