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2019 (7) TMI 1023 - AT - Companies LawOppression and mismanagement - rectification of members' register of respondent No. 1-company - forfeiture of shares - HELD THAT:- The burden to prove facts constituting oppression or membership of respondent No. 1-company was heavily placed on the petitioner. It was required to be shown successfully that the petitioner became member of respondent No. 1-company. The petitioner has failed to place on record any authentic document issued by the Registrar of Companies recognizing the petitioner as a member of respondent No. 1-company as defined in section 41 read with section 2(27) of the 1956 Act. The legal position is evident from a bare perusal of definition of a member of a company which shows that there should be an application in writing and the name of a member should be entered in the register of members. The provision requires as a condition precedent for membership that the name of the person in question is entered in the register. Secondly such a person may be regarded as a member if he has acquired the right of membership although his name is not in the register. One may become a shareholder in a company by subscribing to memorandum as provided by section 41 of the 1956 Act by allotment apart from other modes - every company making an allotment of shares is obliged to deliver to an allottee a certificate of shares within three months after the allotment. In the case of a transfer, the certificate has to be delivered within two months unless extended by the Tribunal. Transfer of share - compliance with section 108 of the Act 1956 - HELD THAT:- There are numerous conditions laid down which are required to be fulfilled before a company can lawfully register a transfer. We have failed to understand why the agreements between the parties have not been produced on record and why Ms. Renu Data has also not been made a party. In the facts and circumstances of the case Ms. Renu Data has been a necessary party as her presence before the court was most important. However, we are of the considered view that the version adopted by the petitioner is far from satisfactory and does not inspire confidence by keeping in view the rudimentary principles and pleadings and law of evidence. Petition dismissed.
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