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2021 (12) TMI 1061 - Tri - Companies LawRejection of Application of the Appellant for transmission of shares - Section 58 of the Companies Act 2013 - appellant having locus standi to file appeal or not - time limitation - Whether the Appeal filed with appropriate documents? - HELD THAT - In the appeal it is stated that A true and correct copy of the Section 56 application dated 19.03.2020 is produced herewith and marked for reference as Exhibit P-8 . We have gone through the Exhibit P-8 and found that the Application for Transmission of Shares/ Debentures produced by the Appellant is not in proper form and the same is defective due to lack of fulfilment of the appropriate columns in the Application. Whether the Appellant have locus standi to file this Appeal? - HELD THAT - The Articles of Association of the Respondent Company clearly depicts that without stating any reason thereof where it is not proved to their satisfaction that the proposed transferee is a responsible person the Board may refuse to register any transfer of shares subject to the provisions of the Companies Act 1956 - the Appellant filed a defective application before the Respondents without legal succession certificate and that Appellant did not have locus standi to file this Appeal. Whether this Appeal is barred by limitation? - HELD THAT - This Appeal has been filed before this Tribunal on 01.10.2020 i.e. after 93 days from the date of rejection of the Application. Hence the application is barred by limitation period under Section 58(3) of the Companies Act 2013. Application dismissed.
Issues Involved:
1. Whether the Appeal was filed with appropriate documents. 2. Whether the Appellant has locus standi to file this Appeal. 3. Whether this Appeal is barred by limitation. Issue-wise Detailed Analysis: 1. Whether the Appeal was filed with appropriate documents: The Tribunal examined the documents submitted by the Appellant, specifically the Section 56 application dated 19.03.2020, marked as Exhibit P-8. It was found that the application for transmission of shares/debentures was not in proper form and was defective due to the lack of fulfillment of the appropriate columns in the application. 2. Whether the Appellant has locus standi to file this Appeal: The Tribunal noted that the Appellant did not produce a Legal Succession Certificate before the Respondent for the transmission of shares under Section 56 of the Companies Act, 2013. The Articles of Association of the Respondent Company, specifically Article 11, stipulates that the Board may refuse to register any transfer of shares if it is not proved to their satisfaction that the proposed transferee is a responsible person. Given that the Appellant filed a defective application without the necessary legal succession certificate, the Tribunal concluded that the Appellant did not have locus standi to file this Appeal. 3. Whether this Appeal is barred by limitation: The Tribunal referred to Section 58(3) of the Companies Act, 2013, which allows the transferee to appeal to the Tribunal within thirty days from the date of receipt of the notice or within sixty days from the date on which the instrument of transfer or the intimation of transmission was delivered to the company. The Respondents had sent a reply letter dated 06.07.2020 to the Appellant regarding the transmission of shares. Since the Appeal was filed on 01.10.2020, i.e., after 93 days from the date of rejection of the application, the Tribunal determined that the application was barred by the limitation period under Section 58(3) of the Companies Act, 2013. Conclusion: The Tribunal dismissed the application, finding no reason to grant the relief sought. However, it noted the Respondents' willingness to consider a proper application for the transmission of shares if submitted with the relevant documents. The Appeal was rejected with liberty to the Appellant to approach the Respondents with a proper application.
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