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2017 (4) TMI 829 - Tri - Companies LawOppression and mismanagement - Disassociation from the activities concerning South Asian Human Rights Documentation Centre (SAHRDC) seeked by one of the founder trustee of a Trust - Held that:- In relation to the transfer of 5001 equity shares of the petitioner by the respondents we hold that the said transfers are fraudulent and sham and declare it to be illegal and void and that the mere entry in the annual returns or share register of the transfer of shares in the absence of documentation and no consideration been passed is not binding on the petitioner and we hold that the 2nd respondent as well as the others to whom he is alleged to have transferred upon collusion subsequently are to be considered only as bare trustees on behalf of the petitioner and the 1st respondent company is hereby directed to rectify its register of members by registering the transfer of impugned shares in the name of the petitioner and deleting the name of the second respondent as well as to whom he had transferred the impugned shares subsequently within a period of 30 days from the receipt of the order. The 1st respondent company is further directed to return the letter of allotment as well as issue the necessary share certificates in the name of the petitioner for the 5001 equity shares held by the petitioner and in case of its non traceability issue duplicate share certificates upon the petitioner applying for the same within the prescribed statutory period as mandated under law without insistence of any further document. In relation to the reliefs for oppression and mismanagement as we have already held the acts of the respondents in depriving the petitioner of his shareholding amounts to oppression, we intend to mould the reliefs keeping in mind the facts and circumstances of the case as well as the interest of the company. The petitioner as is evident from Annexure A-5 of the petition even in the year 2003 had expressed his intent categorically to dissociate himself from the affairs of the 1st respondent company as well from other entities associated with SAHRDC Trust including IA-SAHRDC. Further serious allegations have been levelled against both its Indian and International arms and that the funds of the international trust are being laundered through the 1st respondent company and the same is siphoned off by the 4th respondent for his own personal benefit. Against such a back drop it may not be possible for the petitioner to work with the 4th respondent amicably in relation to the affairs of the company in view of their equal holding and the only way out seems to be to direct the respondents to purchase the shareholding of the petitioner at the face value of the shares. The initial petition C.P. No. 67 of 2007 was filed in the year 2007 and it will be in the interest of justice that the 50% shareholding of the petitioner i.e 5001 equity shares, is purchased by the respondents 2 to 4 either jointly or severally for valuable consideration as on 01.04.2007 at a fair value to be computed based on the financial statements of the 1st respondent company to be evaluated by an Independent Chartered Accountant - Mr. Alok Bajaj. The professional fee of the Independent Chartered Accountant appointed for the purpose of valuation shall be paid by respondents 2 to 4. The Chartered Accountant appointed for the purpose of valuation shall complete the exercise within a week from the date of receipt of the order and Respondents 2 to 4 either jointly or severally shall purchase the 5001 equity shares (i.e) 50% of the shareholding based on the fair value ascertained by the independent chartered accountant appointed vide this order, within a period of 4 weeks thereafter.
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