TMI Blog2005 (3) TMI 468X X X X Extracts X X X X X X X X Extracts X X X X ..... ms 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. - CIVIL APPEAL NOS. 698-700 OF 1995 - - - Dated:- 18-3-2005 - MRS. RUMA PAL AND P. VENKATARAMA REDDI, JJ. Manoj Goel, Shuvodeep Roy, Wajeeh Shafiq and Ms. Suruchi Agarwal for the Appellant. F.S. Nariman, K.K. Venugopal, Ashok H. Desai, P.H. Parekh, Sandeep Parekh, Arun Francis, Sumit Geol, Anip Sachthey, Shriniwas R. Khalap, E. Venu Kumar and Harshad V. Hameed for the Respondent. JUDGMENT Mrs. Ruma Pal, J. - In 1933 Dr. N.B. Parulekar and his wife Shanta, started a newspaper called Sakal. In 1948 Dr. Parulekar and Shanta promoted a company known as M/s. Sakal Papers Pvt. Ltd., which is the respondent No. 1 and is referred to hereafter as "the company". Dr. Parulekar died in 1973. Shanta died during the pendency of the appeal before this Court. The appeal which is now being prosecuted by the daughter of Dr. Parulekar and Shanta, arises out of proceedings initiated by Shanta and the appellant under section 155 (as it stood in 1986) of the Companies Act, 1956 (refe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oup conditional upon the appellants depositing a sum of Rs. 80,73,000 in the Court within a period of six weeks. As far as the 17,666 shares were concerned, it was directed that they should be allotted to such person or persons at such price as the Board of Directors may decide. The Company was directed to pay back the Pawar Group a sum of Rs. 17,66,600 in respect of the 17,666 shares. It was then said that in the event the appellants did not deposit a sum of Rs. 79,86,110 within six weeks the entire petition filed by the appellants would stand dismissed. The appellants filed an appeal from this order insofar as it was made conditional on the deposit of the sum of Rs. 79,86,110. They also filed an application for extension of time for depositing the amount in terms of the Trial Court s order before the Trial Court. The application was dismissed. In the meanwhile the Appellants filed two suits being CS 225 and 226 of 1988 before the Court in Pune against the respondents seeking specific performance of the contracts of sale of 3417 and 93 shares to them. Alternatively for damages by way of compensation of Rs. 3 crore or 4 crore? The suits are pending. Also between the decision of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ct alleged to be existing in favour of the appellants for transfer of the 3417 and 93 shares. It is submitted that the issues involved in the Civil Suits and the proceedings under section 155 overlapped insofar as the 3417 shares are concerned and that this appeal should be considered only with regard to the challenge to the issuance and allotment of 17,666 shares. The appellants have submitted that they had no alternative but to file the Company Petition for rectification of the company s Register of Members by deleting the names of the respondent No. 5 and his group under section 155 of the Companies Act. Reliance has been placed on the decision of this Court in the case of Ammonia Supplies Corpn. (P.) Ltd. v. Modern Plastic Containers (P.) Ltd. [1998] 7 SCC 105 1 in which this Court said that: "So far as exercising of power for rectification within its field there could be no doubt the court as referred under section 155 read with section 2(11) and section 10, it is the Company Court alone which has exclusive jurisdiction." It is also submitted that even if the jurisdiction under section 155 was not exclusive and the Company Court had concurrent jurisdiction with Ci ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r more Judges, to a Bench of that High Court. (5) The provisions of sub-sections (1) to (4) shall apply in relation to the rectification of the register of debenture holders as they apply in relation to the rectification of the register of members." The power of the Court under section 155 is limited to the rectification of the register of members of a Company in three situations ( a ) when the name of a person is wrongly entered in such register ( b ) when the name of a person, whose name having been entered in the register is omitted therefrom, and (3) when default is made in entering the name of any person who has already become or who has ceased to be a member. None of the three situations envisaged under sub-section (1) of section 155 would allow the person whose right as a member qua the disputed shares is yet to be established to apply for rectification by inclusion of such persons name. The appellants could not, therefore, have applied for transfer of the disputed shares in their favour under section 155 of the Companies Act. They would have to establish that right by way of a separate suit or otherwise. The appellants in paragraph 26 of the Company Petition correctl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... said transfer; ( c )that the 1st Defendant be directed to register the said shares upon such transfer under prayer ( b ) in favour of the 2nd Plaintiff; ( d )that in the alternative to prayer ( b ) above, the Defendants 2, 3 and 4 be ordered and decreed by this Hon ble Court be pay to the Plaintiffs a sum of Rs. 3 crores or such other sum as this Hon ble Court may determine as damages for breach of the contract." Similar prayers were made in respect of the 93 shares. Clearly the reliefs prayed for in the Company Petition were different from for the reliefs claimed in the Civil Suits filed by the appellants. The Civil Suits arose out of and were consequent upon the findings of the learned Single Judge on the petition under section 155 that there was a concluded contract between the holders of the 3417 and 93 shares and the appellants for transfer of those shares to the appellants. The learned Single Judge correctly held that: "This suit was necessary as even if the Petitioners had managed to deposit the amount and got an order of rectification of the register in their favour, there was still no order of any Court which directed the respondents to deliver these shares to th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e to the appellants right to purchase the disputed shares; the transfer of 3417 and 93 shares and the issue and transfer of 17,666 shares. I.1 The preemptive right which is being claimed by the appellants arises from Article 57A of the Articles of Association of the Company. The right is admitted by the respondents, but as the extent of the right is in dispute, it is quoted verbatim. "57A. In the event of any member of Company desires to transfer his shares he shall be bound to offer the same either to Dr. N.B. Parulekar or to Madame Shanta Parulekar or such other person or persons as Dr. N.B. Parulekar or Madame Shanta Parulekar may direct or may nominate and in which event the transferee or transferees shall pay such price as may be certified by the Auditors of the Company." I.2 Analysed, the right contains four elements which are cumulative: ( i )the desire of any member to sell his shares. ( ii )the offer by such member of the shares to Dr. Parulekar or to Shanta or to their nominee. ( iii )the certification of the price by the Auditors of the Company. ( iv )The payment of such price by the transferee/transferees. I.3 The other relevant articles are Artic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d share on behalf of the defaulting transferor. The receipt of the Directors for the purchase money shall be a good discharge to the purchaser and after his name has been entered in the Register in purported exercise of the aforesaid power the validity of the transfer shall not be questioned by any person. 63. If the Directors, shall not, within the time prescribed as aforesaid after being served with the notice, find a purchasing member or select a person as aforesaid willing to purchase the shares or any of them and give notice in manner aforesaid, the transferor shall at any time within 30 days thereafter be at liberty subject to Article 65 thereof to sell and transfer the shares to any person and at any price. 64. Every share specified in the notice given pursuant to the Article 59 hereof shall be offered to the members in such order as shall be determined by the Directors and in such manner as the Directors think fit. If no member is ready and willing to take up such shares the same may be offered to any person selected by the Directors as one to whom it is desirable in the interest of the company to admit to its membership." I.4.1 The Articles give the hierarchy of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the preemptive transfer under Article 57A. Therefore unless the transferor gives a separate notice of the failure of Article 57A how would a willing member know whether he/she has a right or when the period fixed for intimating their willingness to purchase was to lapse? Article 60 also requires the Directors to give a notice to the transferor after finding a willing purchasing member or selectee under Article 58. Giving of this notice is important because if 30 days expires without such notice by the Directors, Article 63 would come into play and the transferor would be at liberty to sell the shares to any person and at any price, albeit also within a period of 30 days from the expiry of the first period of 30 days. It follows that a notice issued prior to the preemptor exercising or failing to exercise the right under Article 57A would not be in keeping with Articles 59 and 60 as this would make the period of 30 days uncertain if not illusory. Thus the notice by the transferor under Article 58 must succeed the factual failure of Article 57A and notice, if any, under Article 60 must follow the failure of Article 58. I.4.3 Assuming there is a willing purchaser under Article 58 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s other members of the appellant company are willing to buy them at a price prescribed by the Article. And this is a perfectly legitimate restriction by the Article. And this is a perfectly legitimate restriction in a private company." (p. 667) The House of Lords was of the view that the Article would have to be complied with in order to effect a valid transfer - Naresh Chandra Sanyal v. Calcutta Stock Exchange Association Ltd. [1971] 1 SCC 50 107; H.P. Gupta v. Hiralal [1970] 1 SCC 437, 440 and 441. With this prefatory statement of the relevant law we may now look at the facts. II Facts II.1 The narration of facts starts with the will of Dr. Parulekar by which he appointed the four Executors, viz. Shanta and the respondents 2, 3 and 4 as Executors and Trustees of the will. The will inter alia empowered the Executors and Trustees to sell or to postpone the sale from time to time of all the properties vested in them by the will for payment of estate duty and to invest the same as the Executors and Trustees thought fit. After providing for specific legacies, the Executors and trustees were directed to hold the rest and residue of the estate on trust (1) for the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed to the other members of the company subject to the preemptive right of Shanta under Article 57A. II.4 As far as the 3417 shares are concerned, a similar resolution was taken that if Shanta did not exercise her rights of did not pay the shares at a price fixed under Article 61 then the Executors could sell the shares to any other person or persons for the price of Rs. 2250 per share. It was also resolved that any one of the Executors was authorized to implement the resolution and also to take steps to execute the transfer forms and complete the transaction. II.5 Notice was given on 29-11-1984 by the Executors to Shanta with the respondent No. 2 signing on behalf of all the Executors. The contents of the notice are materially the same as the notice given by the respondent Nos. 3 and 4 in respect of the 93 shares. The company similarly issued a notice to all shareholders to indicate whether they were willing to purchase the shares subject to Shanta s right under Article 57A. II.6 On 14-12-1984 the appellants wrote a letter accepting the offer to sell the 3417 shares. The letter stated that Shanta was agreeable to buy the shares by herself/or her nominee and that her nom ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uld not be treated as a final certificate. It was also stated that there was a final and concluded contract between the parties for the purchase of the said shares. Without prejudice to all that was stated and also without prejudice to their legal rights to take actions relating to the Certificate dated 21-2-1985 issued by the Auditors, the appellants wrote: "We are willing to deposit with any stakeholders of our mutual choice an amount of Rs. twenty lacs as an earnest of our bona fides and genuine desire to purchase the said shares. The said amount will be paid to the stakeholders within three days from the receipt of your confirmation that you are ready and willing to accept this interim arrangement. The stakeholder shall hold these monies until such time, but not later than one month within which we hope the Company s Auditors will submit a just, fair and impartial Certificate and it will be accepted by us. In case a just, fair and impartial Certificate is not issued by the Company s Auditors, within the said period, then the stakeholder shall return the said monies to us without any objection immediately on a written demand by us." The appellant also protested against the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 5 s group. The respondent No. 2 was appointed as a Chairman upon the retirement of the respondent No. 3. II.14 On 1-10-1985 the appellant wrote to the respondent Nos. 2, 3 and 4 stating that they were willing to purchase the shares at the price fixed by the Company s Auditors and would pay the same immediately upon the modalities for such payment being intimated. No reason was put forward for this volte face by the appellant. In response to this letter, two letters dated 2-10-1985 and 3-10-1985 were written by respondent No. 2 on behalf of the Executors and by the respondent Nos. 3 and 4 as holders of 93 shares intimating the appellant that the shares had already been sold. It was however not intimated as to whom the shares were sold. II.15 On 13th October, 1985 a Board Meeting was held at which the appellants were present. The appellants affirm that they came to know of the transfers of the shares to the Pawar group only when the Minutes of the earlier Meeting held on 21-9-1985 were put up for approval. Despite their protest the Minutes were approved. II.16 It was in these circumstances that the application under section 155 of the Companies Act, 1956 was filed by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... allowing Shanta to exercise her right under Article 57A. It is contended that the three trustees could not by themselves make any offer of sale of the 3417 shares to the Pawar group. The power of the Executor was not delegatable under the Will and the authorization, if any, by Shanta to transfer the shares stood revoked once she had exercised her option under Article 57A. It was argued that the transfer to the Pawar group by three of the four joint shareholders of the 3417 shares was in any event contrary to section 108 of the Companies Act which mandatorily required all the joint shareholders to execute the transfer forms. It is said that the respondent No. 5 and group were not bona fide purchasers. This had been so held by the Learned Single Judge which finding was not challenged before the Division Bench. III.2 According to the respondents, as far as Article 57A is concerned, it is said that the article could not be construed to provide for a concluded contract merely upon the acceptance of the offer because in such event it would be open to the transferee to file a suit challenging the price and effectively subverting the transfer of shares as a result of which the trans ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ors selling their shares to any 3rd party under Article 63 unless proper notice had been issued to the 2nd and 3rd category of persons if any. There was also no question of the transferor invoking Article 61 bypassing the right of a willing member or selectee, if any, to negotiate a fair price. IV.1-2 The Division Bench held that the notices dated 29-11-1984 and 10-11-1984 issued by the respondent Nos. 2, 3 and 4 in respect of the 3417 shares, and the 93 shares respectively, were valid notices under Articles 57A and 58 to the other shareholders in the company. But the Division Bench erred in holding that none of the other shareholders showed any interest in purchasing the shares. In fact the conclusion of the Division Bench is contradictory. If the notices could be combined notices under Article 57A and Article 58, then the appellants acceptance of the offer as made in the notices should also be construed as a combined assent under both the Articles. The Division Bench erred in holding that there was no material before the Court to indicate that the second appellant had at any time informed the company that she proposed to exercise her rights as a shareholder to purchase the s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a contract at all between the parties. It pertains to a condition which is to be implied, unless there is a provision to the contrary, in a contract. Indeed the section assumes the existence of a contract in respect of which such a term may or may not be read in. IV.2-2 The respondents argument that a contract could not be said to be concluded until the price was in fact paid because it would then be open to an offeree like the appellants to stall the transfer of shares to a third party buyer and hold the offeror to ransom, is ingenious but not an argument which is legally acceptable. The legal consequence of a concluded contact will remain irrespective of how a particular party in a given situation might abuse the rights flowing from it. It is platitudinous that the possibility of abuse of a right cannot determine whether the right exists as a matter of law. Such arguments are normally met by the aphorism "hard cases make bad law". IV.2-3 In Sudbrook Trading Estate Ltd. v. Eggleton [1982] 3 All ER 1, 64 a clause in the lease gave the lessees an option to purchase the reversion in fee simple at a price to be agreed by two valuers, one to be nominated by the lessors an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he appellants alleged failure to pay the price within the time fixed by the respondent Nos. 2, 3 and 4 by their notices dated 21-2-1985. IV.3-1 Section 11 of the Sale of Goods Act, 1930 expressly says : " Stipulation as to time . Unless a different intention appears from the terms of the contract, stipulations as to time of payment are not deemed to be of the essence of a contract of sale. Whether any other stipulation as to time is of the essence of the contract or not depends on the terms of the contract". IV.3-2 As there was no time fixed either under Article 57A or in the offer letters, the question of time being of the essence did not at all arise. As was held in Gomathinayagam Pillai v. Palanisami Nadar AIR 1967 SC 868 "...the stipulation must show that the intention was to make the rights of the parties depend on the observation of the time limits prescribed in a fashion which is unmistakable ..." (p. 871) [Emphasis supplied]. If there is no stipulation as to time, it is not open to a party to unilaterally stipulate a time and then cancel the contract because of an alleged failure of the other party to act within the time stipulated - National Co-operative Su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Auditors certificate, but that is a long way from saying that they were unwilling to pay. As was said in Sweet Maxwell Ltd. v. Universal News Services Ltd. 1964 QBD 699 (CA) 179 "their view might have been a wrong one, but that does not justify it being treated as a repudiation of the contract" - Mersey Steel Iron Co. v. Naylor Benzon Co. [1884] 9 App. Cas. 434; Ross T. Smyth Co. v. T.D. Balley Co. [1940] 3 All ER 60. "...If A and B, parties to a contract, form different views as to the construction and effect of their contract, and A demands performance by B of some act which B denies he is obliged to perform upon the true interpretation of the contract, then, if B says I am ready and willing to perform the contract according to its true tenor, but I contend that what you, A, require of me is not obligatory upon me according to the true construction of the contract , and if in so saying he is acting in good faith, he does not manifest the intention to refuse to perform the contract. On the contrary, he affirms his readiness to perform the contract, but merely puts in issue the true effect of the contract." ( ibid p. 737). IV.4-2 There would have ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fer had been signed by only three of the joint shareholders. Shanta had not signed. There were three signatures on the transfer deed. Each transferor had therefore, executed qua shareholders in respect of their own interest. There was no 4th signature on behalf of the 4th joint shareholder. This was also the finding of the Division Bench. But the Division Bench held that it was a mere irregularity which did not vitiate the registration. It was also held that the irregularity could be cured by one of the Executors signing on his behalf. IV.5.3 But compliance with the provisions of section 108 was and is mandatory. As held in Mannalal Khetan v. Kedar Nath Khetan [1977] 2 SCC 424 : "...The words shall not register are mandatory in character. The mandatory character is strengthened by the negative form of the language. The prohibition against transfer without complying with the provisions of the Act is emphasized by the negative language. Negative language is worded to emphasise the insistence of compliance with the provisions of the Act.... 23. The provisions contained in section 108 of the Act are for the reasons indicated earlier mandatory. The High Court erred in ho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ould lie elsewhere and not in a breach of the requirement of section 108 of the Companies Act. IV.5.7 Here the instruments of transfer had admittedly been improperly executed. Both the Courts have so held. It was therefore not lawful for the company to register the transfer. The principle that a Court will not interfere in the affairs of the company if the defect complained of can be cured would apply if the defect is a technicality and is curable. The non-compliance of section 108 is not a technicality. IV.6 Apart from the violation of section 108 as far as the registration of shares is concerned, the meeting of the Board of Directors at which the company recorded the transfer was invalidly held. IV.6.1 According to the Article 93 of the Articles of the Association of the Company: "Every notice of a meeting of the Company shall specify a place, date and hour of the meeting, and shall contain a statement of the business to be transacted thereat. No General Meeting, Annual or Extraordinary, shall be competent to enter upon, discuss or transact any business which has not been specifically mentioned in the notice or notices upon which it was convened. In every notice th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ustee whose duty it is to sell trust property may directly or indirectly buy the same or any interest therein, on his own account or through his agent or third person. IV.9.3 Article 57A does not envisage Shanta purchasing the shares through her nominee. One of hers rights under Article 57A was no doubt to purchase the shares herself. But she could also nominate any other person to purchase the shares. The transferor then would have to make an offer to such other person who would then, independently of Shanta, be entitled to a transfer of the shares. In the latter case there is no question of any conflict of interest between Shanta in her capacity as trustee under the will of Dr. Paruleker and as a nominator under Article 57A. Here, Shanta was not purchasing the shares. It is true that she could have done so in exercise of her preemptive right under Article 57A, but she did not and only nominated her daughter as the person to whom shares should be sold. IV.9.4 This was also how the parties understood the situation as the correspondence exchanged between the parties evidences. As we have noted the resolution relied upon by the respondents authorizing one of them to sell the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... provided under Articles 57A to 64. V. This bring us to the second branch of the appellant s challenge viz., the issuance of 17,666 equity shares. V.1 The decision to raise the issued capital of the company and to allot the shares at par was taken at an Annual General Meeting held on 16-11-1985. It was resolved at that meeting to immediately issue increased share capital of Rs. 17,66,600 of 17,666 equity shares of Rs. 100 each to any person whether a member of the company or not. It was further resolved that the decision would be ratified by convening a general body meeting preferably in the month of January/February, 1986 after giving proper notice and explanatory statement. V.2 The notice of the Annual General Meeting was given on 13-10-1985. Although details of ordinary business and special business were given, there was no indication whatsoever that there would be any decision taken with regard to the increase in the issued capital and allotment of shares in the notice. According to the respondents, after the notice of the Annual General Meeting had been issued on 13-10-1985, on 5-11-1985, the Ministry of Finance gave notice to the company extending the validity o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in particular the nature and extent of the interest, if any, therein, or every Director, Secretaries and Treasurers, if any, and the manager, if any." V.4.2 The increase in issuance of share capital does not fall within the exceptions carved out in Article 94 as not being special business. Article 94 reflects the substance of section 173 of the Companies Act, 1956 and it was therefore, incumbent for notice to be given not only indicating the issuance of the share capital as a special item of business but also giving a statement setting out all material facts relating thereto. The violation of this Article by the company is patent and the Annual General Meeting is to the extent of the violation vitiated thereby. V.4.3 In Pacific Coast Coal Mines Ltd. v. Arbuthnot (1917) AC 607 PC, the Privy Council was of the opinion; "that to render the notice a compliance with the Act under which it was given it ought to have told the shareholders, including those who gave proxies, more than it did. It ought to have put them in position in which each of them could have judged for himself whether he would consent, not only to buying out the shares of directors, but to releasing possib ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... omplied with. V.5.3 The Division Bench found that there was no explanatory statement annexed to the notice and held that the respondents certainly committed an irregularity in not mentioning the proposal to increase and allot the share capital on the agenda of the annual general meeting. However, it went on to hold that the irregularity did not vitiate the decision because it could be cured since the Pawar Group already had majority control and also because the decision had been taken at the annual general meeting that an extraordinary general meeting would be called after proper notice to ratify the fresh issue of 17666 shares at Pawars. V.5.4 We are unable to accept the reasoning of the Division Bench. The two grounds which persuaded them not to interfere with the fresh issue are questionable. For one, we have already come to the conclusion that the sale of 3417 and 93 shares to the Pawar Group was bad. The Pawar Group did not legally have the majority to push through the decision to increase the share capital or to allot the further shares to themselves. For another, the majority cannot be permitted to ride rough shod over the provisions of the Articles and the Companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... piry of 15 days without waiting for the expiry of the period. The allocation of shares to the Pawars Group contrary to this Article was invalid. V.6.4 No court could possibly object to a decision on merits provided it is taken in accordance with law. The decision to issue all the additional shares to the Pawar Group at par may not by itself have warranted interference were it not for the manner in which the entire exercise was undertaken. V.6.5 During the course of the hearing both before the Division Bench and before this Court, the respondents offered to make an allotment of the issued capital to the appellants to participate pro rata in the additional issuance. The offer did no more than what the company s articles required to have been undertaken. VI. Having effectively held in favour of the appellants, the question finally to be determined is what reliefs can be granted to them. Reliefs VI.1 The respondents contended that the relief of cancellation of 17,666 shares cannot be granted in a petition under section 155 petition as any reduction of capital must be made strictly in accordance with sections 100 to 104 or section 402 of the Companies Act. VI.2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat the appellant had her own role to play in contributing to the situation which she had to face eventually. Admittedly, Shanta and the appellant ultimately accepted the Chartered Accountant s report. As we have noted, no reason whatsoever was given for the sudden change of attitude. If they could agree subsequently to pay the price they could have done so earlier, paid the price and then challenged the value. Further, the Single Judge also gave the appellant and Shanta an opportu-nity of paying the share price into the Court within a period of six weeks. Had the appellant and Shanta done so, they might have been in a stronger position vis-a-vis the Pawars in the appeal Court. VI.4 In these circumstances and 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. Section 155 of the Companies Act, allows the giving of damages in addition to or in lieu of rectification. In the pendin ..... X X X X Extracts X X X X X X X X Extracts X X X X
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