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2015 (4) TMI 273 - Board - Companies LawComposite application under Section 59 of the Companies Act, 2013 read with Section 397, 398 and 402 of the Companies Act - Fraudulently transfer of shares - Notice not served of Annual General Meeting or any EOGM - Contradictory statements - Held that:- I have considered the rival submissions and perused the record. Upon a careful examination of the petition and the rejoinder filed by the Petitioner, it is seen that the statements made by the petitioner are self contradictory. In para No. 6(d) of the petition, the Petitioner has admitted having received two share transfer forms from the company on or about 15/03/2007 whereby the Petitioner's entire shareholding i.e. 505 shares and 1500 shares-In-question was sought to be transferred to the Respondent Nos. 3 and 4. However, according to the Petitioner, she did not sign the said transfer forms as she never intended to transfer the shares in question held by her in the Company and till date the said unsigned transfer forms are in the possession of the Petitioner as the same was never executed or send back to the Company, whereas in para No.6(i) she has admitted that she received a sum of Rs,20,05,000/- towards part payment of the sale consideration for transfer of the said shares and the balance amount was to be paid upon valuation of the shares by a Chartered Accountant in terms of Articles of Association of the Company. In the instant case, it is a established fact that the Petitioner was paid ₹ 20,05,000/- as sale consideration, which according to case of the Petitioner towards the part payment of the total safe consideration to be determined by the Chartered Accountant in terms of AOA of the Company. However, admittedly the said amount is still lying with the Petitioner and she has not refunded the same till date to the respective Purchasers of the shares-in-question i.e Respondent Nos. 3 and 4 despite her own admission that she never intended to transfer the said shares, as contended by her. Moreover, she has not deposited this amount anywhere including this Board prior to filing of the instant petition. In my view, the Petitioner is therefore a party to such sale transaction having received the said amount which although according to her, is a part payment only. In addition to the above, In the original share certificates the names of the transferees have been duly recorded. The Register of Members of the company has been rectified accordingly. Furthermore, in the instant case, the transfer deeds were partly executed and were handed over to the Petitioner for her signatures. This possibility cannot be ruled out that the Respondents might have forgotten to receive back the said transfer deeds and now the Petitioner out of greed by misusing the same, is trying to resile from the sale transaction in which she herself was a party. The contention of the Petitioner, therefore, in my view is not tenable that the transfer of shares-in-question by way of sale is bad-in-law. I would further like to add here few authorities, wherein it has been laid down that where the Parties have acted upon the transaction of sale, assuming there was some irregularity, such transfer cannot be disown by a person who himself/herself was party to such transaction. it is clear that the Petitioner has failed to prove that the impugned transfer of shares as invalid, ineffective, void and ultra vires and has no value in the eyes of law and thus, liable to be ignored. I am further of the view that non-compliance of Section 108(1) of the Act is not fatal in this case, having regard to peculiar facts of the case stated above. A party who has gained benefit cannot be allowed to disown her own act. It is an old maxim that a person who seeks equity must do equity. Therefore, It is established that the petitioner has not come to the Court with clean hands and therefore, she is not entitled to be heard with respect to her grievance and in any case, is not entitled to discretionary relief by the Court. It is further established that the Petitioner has filed this petition with ulterior motive and collateral purpose to exert pressure on the Respondents and not with genuine objective and on this ground also the petition deserves to be dismissed. - Application dismissed.
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