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COMPANY LAW BOARD
KANTHI NARAHARI, J.
J.R. Srinivas -Appellant
Versus
Sree Gururaja Enterprises (P.) Ltd. -Respondent
C.P. No. 494 of 2008
Decided On : 30-07-2009
D.R. Shressha,S. J. Madhwaraj, Madukar Deshpande, S. Vivekananda
1. The present Company Petition is filed under Section 111(4) of Companies Act, 1956 seeking a relief, prayed in Para 8 of the Petition praying inter-alia to direct the 1st Respondent to rectify the Register of Members by deleting the name of Mr. Yathivendra Naik (R-4) in respect of 3,00,000 shares and Mrs. Asha Rani (R-5) in respect of 2000 shares and Mr. M.N, Narsim hamurthy Naik (R-2) in respect of 1,55,000 shares by restoring the name of Mr. Maruti L. Shanbhag/legal heirs.
2. Shri D.R. Shressha, learned Practising Company Secretary in support of the Petition submitted the brief facts which gave rise to file the present Petition. He submitted that originally a partnership agreement was entered on 23.6.1986 by signing the partnership deed by M/s. /Ms. Sabitha Rao, K.G. Suresh Bhatt, K.G. Jagadish Bhatt, Maruti L. Shanbhag, J.S. Ramesh, Santosh M Shanbhag, J.R. Srinivas with the name of the firm as M/s. Shri Gururaja Enterprises.
| S. No. | Name of Subscriber (M/s./ Ms.) | No. of Shares |
| 1 | Sabitha Rao | 2,000 |
| 2 | K.G. Suresh Bhat | 2,000 |
| 3 | K.G. Jagadish Bhat | 2,000 |
| 4 | Maruthi L. Shanbhag | 9,95,000 |
| 5 | J.S. Ramesh | 9,95,000 |
| 6 | Santosh M. Shanbhag | 2,000 |
| 7 | J.R. Srinivas | 2,000 |
4. From the subscribers list, it is clear that Mr. Maruthi L. Shanbhag's holding constitutes 49.75% of Equity Shares and Mr. J.S. Ramesh's holding constitutes 49.75% of shares and the rest of the shares constitute 0.5%. He submitted that the Company was managed by three Directors viz: Mr. J.S. Ramesh, Chairman, Mr. Maruthi L. Shanbhag, Managing Director and Mr. S. Gururaj, Executive Director, till the death of Mr. J.S. Ramesh on 2.11.2004 and Mr. Maruthi L. Shanbhag who died on 20.02.2005. The 1st Respondent Company, though incorporated as a Pvt. Ltd., Company by virtue of conversion under Part IX of the Companies Act, 1956 had been a quasi-partnership with intent to maintain the basic characteristics of the original partnership firm. The share capital of the Company was of Rs.2 crores divided into 20 lakh Equity Shares of Rs. 10/- each. The Company's authorised share capital was increased to Rs. 3 crores on 28.6.2001 by issuing additional 10 lakh Equity Shares to the R-2 herein which constitutes 33.33% of the total issued shares as on that date and R-2 was also inducted as Director of the Company. Mr. Maruthi L. Shanbhag sold 5,40,000 shares on 20.10.2003 to the following persons as mentioned in Para 5.11 and balance 4,55,000 shares were retained by him. Consequent to the above, the shareholding pattern of the Company not changed as Mr. J.S. Ramesh with 9,95,000 shares (33.16%), Mr. Maruthi L. Shanbhag with 4,55,000 shares (15.16%), Mr. Narasimhamurthy Naik with 10,00,000 shares (33.33%). The other shareholders put together with 5,50,000 shares (18.45%). He contented that the 1st Petitioner who is the legal heir and Special Power of Attorney holder for the rest of Mr. J.S. Ramesh's family members was s
