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2021 (4) TMI 1061 - Tri - Companies LawTransfer of shares - Petitioners are alleged to be non-shareholders of the Company, as early as 2007-2008 - time limitation - HELD THAT:- In the instant case, as per the contentions made by the Parties, it should be deemed that valid consideration has been paid, executed valid transfer deed and surrendered original share certificates to the Transferee. However, the Petitioner No. 1 alleges that he does not remember executing any share transfer form in connection to the R1 Company and even if executed, it would not bind on him as it is un-intentional. Similarly, while accepting to surrendering the impugned shares to the Respondents, he has further contended that they were given in different context and similarly about the consideration. Having signed Form for share transfer, surrendering original share certificates etc, the Petitioner is estopped from disputing them, that too, after lapse of considerable time. Moreover, the Petitioners are not strangers to the Company and pretending ignorance about the impugned transaction are baseless and untenable, and same are liable to be rejected and thus, those allegations/contentions are hereby rejected. The Petitioners are admittedly aggrieved by the deletion of their names as Members in the Company, as early as on 21.02.2008, however, the Petitioners chose to file the present petition only on 03.08.2012 before the then Company Law Board (CLB), Chennai Bench, after lapse of more than four years on the pretext that they are aware of it only in the year 2012, and the grounds raised on behalf Petitioners are un-tenable and baseless. Therefore, the contention of the Petitioners that the petition is within limitation is not at all tenable and liable to be rejected - Since, the Tribunal held that the Petitioners ceased to be Members of the Company as early as on 21.02.2008 and the Petition under Sections 397/398 of Companies Act, 1956 are not maintainable. Therefore, the allegations with regard to acts of oppression and mismanagement do not arise. Petition dismissed.
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