Nekkala Usha Rani, Dr. Manjula Sridhar, ... vs Visakha Imagings And Medical Private ... on 31 December, 2007
The petitioners have not even attempted to point out whether the offer notified by the second respondent was acceptable to them, but are merely challenging the transfer on the ground of non-compliance with Clause 10(b) of the articles of association of the Company. The communication of the second respondent categorically indicates that 1250 shares were sought to be sold for the medical expenses on account of his son who was undergoing treatment and later died. The voluminous records produced by the second respondent and meticulously referred to by Shri Arvind Pandian, learned Counsel, in the course of his arguments would show that the spouse of the petitioners 1 & 2 have been involving in the day-to-day affairs and management of the Company for and on behalf of the petitioners 1 & 2 and. therefore, the letter of offer selling the shares of the second respondent acknowledged by the spouse of petitioners 1 & 2 is squarely binding upon the petitioners 1 & 2 and cannot be disowned as held in Mrs. M.R. Sham v. Vardkman Dye Stuff Industries Private Limited and Ors. (sapra). It is relevant to point out that the petitioners 1 & 2 have never disputed the offer letter sent by the second respondent to the board of directors of the Company and duly acknowledged by their spouse. It is therefore, beyond doubt that the sale of 1250 shares by the second respondent is found to be made transparently and in substantial compliance with the spirit of Clause 10(b) of the articles of association of the Company, which is found to be approved at the board meeting held on 15.11.2005, to which the third petitioner was undisputedly a party. The plea of the petitioners (para 6.7 of main petition) that the second respondent passed unanimous resolutions without the approval of the board of directors does not lie in their mouth.