2005 (3) TMI 468 - SUPREME COURT

Whether there was any offer to the second appellant as a shareholder to purchase the shares?

Whatever offer was made whether under Article 57A or under Article 58 by the two notices, that offer was accepted by the appellant?

Whether we should, in exercise of our discretion under section 155, grant the appellant the relief of rectification of the shares as claimed?

Held that:- weighing in the balance the comparative advantages and disadvantages of granting the appellant the relief of rectification we are of the view that it would not be appropriate at this stage to exercise our discretion to grant the relief of rectification. However, the fact remains that the appellant has been wronged and she is entitled to be compensated. The ends of justice would be met by directing that the appellant should be compensated with an amount of ₹ 3 crores to be paid by the company to the appellant in full and final settlement of the appellant’s claims in respect of the 3417 and 93 shares. Additionally, the company will also allot shares to the appellant out of 17,666 shares on par proportionate with the appellant’s present shareholding.