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2015 (6) TMI 686 - Board - Companies LawRectification in Register of Members u/s Section 111 and 111A of the Companies Act, 1956 - To get convenience of de-materialization share sent to the company for transfer in a single name - Period of limitation - Doctrine of "delay" and "laches" - Held that:- The Petitioners have not given any cogent and convincing reason as to why they did not approach the CLB in the 7 years i.e. from 2005 to 2012. Assuming that the provisions of Limitation Act do not apply with respect to the petition filed under Section 111 of the Act, it is undisputed proposition of law that the doctrine of "delay" and "laches" applies to the proceedings filed under Section 111 of the Act. Despite having knowledge of dismissal of the Appeal and further not offering any explanation for delay of 7 years in filing the present Appeal, in my considered opinion, they are not entitled from any equitable and discretionary reliefs from this forum. Period of limitation - In terms of Article 137 of the Limitation Act, 3 years period with effect from the date of cause of action would be available for an aggrieved party toy CLB for relief under Section 111/111A of the Act. In light of the above law, I have examined the pleadings as contained in the petition. On perusal of the pleadings, it is noted that the cause of action to file the instant Company Petition had arisen firstly in the year 2005 when the Petitioners' appeal was dismissed by the Appellate Court. Undisputedly, the petition came to be filed in the year 2012 which is obviously beyond prescribed period of 3 years. I, therefore, hold that the petition is hopelessly time barred and it deserves to be dismissed on this ground alone. The Respondent has categorically denied that there was any difference of signatures on the Transfer Deeds. There is no reason to disbelieve the statement made by the Answering Respondent that there is no difference of signatures on the Transfer Deeds. In my view, the contention of the Petitioners as to non-appearance of the Respondent Nos.2 and 3 in the instant Company Petition also does not in any way help the Petitioner's case. Furthermore, the technical points raised by the Petitioners as to the non-compliance of guidelines for "Good /Bad Delivery" by the Respondent No.1 Company, and non compliance of the Circular of Ministry of Company Affairs do not have much substance. In my considered opinion, the Petitioners have failed to establish that their names were removed by the Company without sufficient cause. In conclusion, the Petition deserves to be dismissed being time barred and having no merits. - Decided against the appellant.
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