Home Case Index All Cases Companies Law Companies Law + HC Companies Law - 2020 (2) TMI HC This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2020 (2) TMI 918 - HC - Companies LawBeneficial interest in the shares held by JFL/Defendant No.3 - subscription of shares on discharge of the obligations arising under agreement - grant of Permanent Injunction restraining Defendant No.2 either himself or through Defendant No.3 from in any manner interfering with the peaceful possession of the Plaintiff in the property - Mandatory Injunction directing Defendant No.3 to submit its declaration under Section 89 of the Companies Act 2013. HELD THAT:- Section 89 of the 2013 Act, which was not in force on 7th August, 2013 when beneficial interest in favour of plaintiff is claimed to be created in the shares of ATPL held by JFL, is pari materia to Section 187C of the 1956 Act save for a change of language in Section 89(8) from the wording of Section 187C(6). While Section 187C(6) provided consequences of non declaration “under the forgoing provisions” and which I have hereinabove interpreted as including declaration by the company under Section 187C(4), Section 89(8) provides consequences of non-declaration by the beneficial owner only. I have considered, whether on default by company, in this case ATPL, to file return under Section 89(6) and on the plea of the plaintiff of having made a declaration, the plaintiff is entitled to maintain the suit, but am unable to hold so. The records required to be maintained by a company qua beneficial interest in shares, are public records, open to inspection by all and the conduct of the plaintiff, of inspite of such declaration being not made, keeping quite till now, speaks volumes of natural course of human conduct. The plaintiff had option under Section 59 of the 2013 Act to apply for rectification of register of members, but failed to exercise the said option. The claim of beneficial ownership of shares of ATPL, even otherwise stands on the edifice of beneficial ownership of HRLIPL and which is unsustainable under Section 187C(6). The right of the plaintiff even if any, as beneficial owner of shares in the name of Samta Khinda in HRLIPL or shares in the name of JFL in ATPL could be only to exercise rights as a shareholder and not otherwise. It is not the plea of the plaintiff that the plaintiff as shareholder exercised any such rights or even made any attempt to exercise such rights. On the contrary this suit is only to retain possession of immovable property of ATPL. The plaintiff, even as beneficial owner of shares of ATPL in name of JFL, is not entitled to hold possession of immovable property of ATPL, unless permitted by resolution of Board of Director of ATPL. Though the plaintiff pleads such resolution but has not filed the same. In any case, this suit is not for declaration of existence of any such resolution of the Board of Directors of ATPL. I have already hereinabove while describing the documents dated 28th September, 2011 and 7th August, 2013, expressed doubts as to the authenticity thereof. The non-compliance of the statutory provisions which bar the plaintiff from claiming any rights as claimed in the present suit, only confirm the said doubts. I am therefore unable to find the plaintiff, on the pleaded case, to have a cause of action for the reliefs claimed and rather find the suit as aforesaid to be barred by law - Suit dismissed.
|