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2019 (3) TMI 961 - HC - Companies LawMisstatement in public issue of shares - Rectification of shareholder register - seeking an order against the respondent company to rectify the shareholder register of the respondent Company and to delete the name from the ownership of 1,49,300 shares allotted to the appellant on the basis of prospectus dated 11.03.1996 containing misstatement - issue was not 100% underwritten and that the respondents No. 1 to 9 who signed and issued the prospectus are personally and jointly liable for consequences and to refund the appellant’s entire amount with 24% compound interest - period of limitation - HELD THAT:- No worthwhile document is placed on record to show existence of a fraud. The evidence is sketchy. There is nothing to show what was the fraud played on the appellant. Company Law Board has already recorded a finding of fact that the petition is barred by limitation. The petition was barred by limitation as it pertains to the year 1996 and the petitioner/appellant has been enjoying all the benefits as a shareholder. No reason to disturb the findings of fact recorded by the Company Law Board. That apart, it is difficult to believe the version of the appellant. The public issue came in January 1996. The appellant has enjoyed the fruits of the shares allotted to it for more than 8 years and suddenly wakes up in 2004 to claim a fraud based on some hearsay evidence gathered from some proceedings pending in the Supreme Court. Even the copies of the proceedings that were pending before the Supreme Court are not sought to be placed on record. There is no worthwhile and credible evidence led before this court to come to a different conclusion. There are no substantial questions of law which would persuade this court to exercise jurisdiction under Section 10 (F) of the Companies Act.
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