S. Balasubramanian, Vice Chairman.—This petition filed on 20-1-1998 under section 111 of the Companies Act, 1956 (‘the Act’) seeking rectification of the register of members of Basubani (P.) Ltd. (‘the company’) was dismissed by this Board by an order dated 31-7-1998 on the grounds of limitation and pendency of a suit on identical issues filed period in time. This order was taken on an appeal to the Calcutta High Court, which, while setting aside the order of this Board dated 31-7-1998, remitted the case back to this Board for re-deciding the petition in the light of the observations contained in its judgment. Accordingly, the petitioners moved an application to this bench for re-hearing the matter. When the application was taken up for hearing, the respondents pointed out that they had moved the Supreme Court with a special leave petition challenging the order of the Calcutta High Court and prayed for deferring the hearing of the petition. The Supreme Court disposed of the Special Leave Petition in the following terms :

"Leave granted. Heard learned counsel appearing for the parties. After hearing for sometime and on perusal of the documents and judgment, we are of the opinion that the order of remand made by the High Court calls for no interference. The High Court has set aside the order dated 31-7-1998 passed by the CLB (Company Law Board). Various contentions are raised on behalf of both the parties before us and, in particular, on behalf of the appellants as regards the limitation and delay. The respondents in their petition have made out a prima facie case for condonation of delay and if necessary, the respondent may file such documents as permissible in law to get the delay condoned. Contentions raised before the CLB as well as before the High Court and before us are kept open and the reasons recorded by the High Court be not treated as final and will not prejudice the contentions of either party. Since the matter is pending before the CLB, we direct the CLB to dispose of the same as early as possible preferably within 6 months in accordance with law."

2. Accordingly, the petition was heard afresh. The admitted facts in this case are as follows : There are six groups of shareholders in the company, the head of each group being the brothers of the same family. None of brothers was alive on the date of filing of this petition. The equity shareholding of the brothers/their family members, as per the records of the company, is as follows :

1.Indu Bhushan Bose-80 shares

2.Phani Bhushan Bose-80 shares

3.Kanti Bhushan Bose-80 shares

4.Banga Bhushan Bose-80 shares

5.Satya Bhushan Bose-100 shares

6.Shanti Bhushan Bose-80 shares

3. This shareholding has been going on from 1950 onwards. The shares held by these brothers, had either been devolved on or transferred to their own family members. In the present petition, the petitioners who are the daughters of Satya Bhushan Bose are challenging the above-mentioned shareholdings on two main grounds as would be indicated later and as such have sought for rectification of the Register of Members by deleting the names of respondents 3 to 14 in respect of the shares impugned in the petition and also for a declaration that the legal heirs of late Satya Bhushan Bose are the holders 100 equity shares and the other respondents are holders of an aggregate of 75 shares. In effect the prayer of the petitioners is that there should be a declaration that the subscribed capital of the company consists of only 175 equity shares.

4. A summary of the petition is as follows: One late Satya Bhushan took a land on lease for 71 years in 1945 and constructed a Cinema House in the name of Basu Sree Cinema for which purpose he took a loan of Rs. 3.1 lakhs from a bank. With a view to provide for his brothers, the late Satya Bhushan Bose converted this proprietary business into a private limited company and the 1st respondent company was incorporated under the provisions of the Indian Companies Act, 1913 on 10-12-19