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2022 (10) TMI 934 - Tri - Companies LawRight of the Shareholder / Member of Company - it is alleged that the main petition do not possess the minimum qualification criteria prescribed under Section 244 of the Companies Act for filing the main CP and none of the prayers sought for by the Respondents 1 to 4 falls under the ambit of Section 241 of the Companies Act. Whether the Company Petitioners are not the members of the 1st respondent? - If so, whether the Company Petition filed by them u/s. 241 of the Companies Act is not maintainable under law? HELD THAT:- Since it is settled law that a shareholder who is not a member cannot maintain an application under section 241 of the Companies Act 2013, it is imperative for the company petitioners to establish that they are the members of the 1st respondent Company as on the date of filing this Company Petition. In so far as the case on hand is concerned the Company Petitioners have claimed that the respondents 2 & 3 in Company Petition have agreed to sell Rs. 9,68,500/- fully paid-up equity shares of Rs. 10/- each, aggregating 76.09% of the respondent company to the 1st petitioner under the sale purchase agreement dated 18.05.2010. The mandatory compliances for transfer of such shares, namely, executing share transfer form, entering names of the transferees in the share register and then applying to the company to register the name in place of the previous holder of the share has neither been pleaded nor any record of such actions action been placed. The right of a transferee of a share is only to call upon the company to register his name and no more. No rights arise till such registration takes place. The completion of the transaction by having the name entered in the register of members relates it back to the time when the transfer was first made. The company recognises no person except one whose name is on the register of members, upon whom alone calls for unpaid capital can be made and to whom only the dividend declared by the company is legally payable. Admittedly, no record showing the names of the Company Petitioner in the Registers of the company or pendency of such request before the concerned authority or Tribunal has been placed in the impugned order - the status of the petitioners as members of the respondent Company remains un-established. Being a non-member, the respondents in this IA have no local standi, to maintain a Petition under section 241 of the Companies Act 2013. The Company Petitioners have no local standi to maintain the Petition u/s. 241 of the Companies Act - Application allowed.
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