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2017 (9) TMI 1200 - Tri - Companies LawSeeking rectification in Register of Members of 1st Respondent Company - transfer of shares - complaining oppression and mismanagement in the conduct of affairs of 1st Respondent Company - Held that:- In the case on hand, Petitioners together with Mahendrabhai Patel were having only 10% shareholding in the Company, and the Respondents and Vithalbhai Patel were having 90% shares in the Company. The origin of the Company is from a Partnership Firm. It appears that strict procedural law has not been followed. It cannot be said that Petitioners have no knowledge of transfer of shares. Petitioners did not give any reason for not questioning the transfer of shares and not applying for rectification of Register of Members till 2015. The Company is running a Hotel. It is doing business. Three years after the transfer of shares, the shareholders are disputing the transfer of shares on the ground that there is no transfer deed especially when the shares are transferred to a person who is no more. Certainly, there is acquiescence, waiver or estoppel on the part of the Petitioners. The transfer of shares also gives certain rights to the Transferee of shares in these three years in the business of the Company. From the pleadings of the Petitioners and from the Balance Sheet of Hotel Satyaketu Pvt. Ltd., it appears that it has taken a loan from one Hotel Oasis in which the Petitioners are also shareholders. It appears that unsecured loans have also not been paid by the 1st Respondent Company to the Petitioners and therefore that made the Petitioners to raise the dispute regarding the transfer of their shares in favour of Vithalbhai Patel. Therefore, there is also delay and laches on the part of the Petitioners which certainly, in the facts and circumstances of the case, amounts to acquiescence, waiver or estoppel. Thusthe Petitioners are not entitled to the relief for rectification of Register of Members of 1st Respondent Company. Once the Petitioners are not entitled to the relief of rectification of Register of members, they are not entitled to file the Petition alleging oppression or mismanagement. Moreover, a perusal of the Petition shows that no specific allegation of oppression or mismanagement is made except alleging wrong Annual Returns have been filed and wrong Compliance Certificate has been obtained.
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