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TMI Blog1981 (9) TMI 239X X X X Extracts X X X X X X X X Extracts X X X X ..... ny. In the said letter it was stated that a partial partition of Yogesh C.Gupta's HUF had taken place on 31st July, 1970. It was further stated that as a result of the partial partition, 1,700 shares had been allotted to each of his two minor sons. The names of the two minor sons, that of the petitioner and Sunil Gupta, were furnished along with their dates of birth. As directed by Yogesh C. Gupta the transfer of the shares was recorded in the register of members of the company. Thenceforth, the said 1,700 shares stood in the name of the petitioner but in the register of members it was recorded that the petitioner was under the guardianship of Yogesh C. Gupta. A letter dated 5th May, 1972, was written by late Shri Yogesh C. Gupta to the respondent-company. In the letter it was stated that the petitioner, who was born on 19th November, 1953, had become a major. Shri Yogesh C. Gupta asked the company that it should let him know the formalities which were required by the company for making an endorsement of the attainment of majority on the share certificates and for keeping the petitioner's signatures on the company's record. A reply dated 8th May, 1972, was received from the compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ter to the respondent-company asking it to stop transfer of 500 shares in respect of which the share certificates were missing. The company thereupon wrote two letters to the petitioner dated.3rd October, 1975, and 6th November, 1975. The loss of 500 shares was noted by the company. By letter dated 6th November, 1975, the petitioner was intimated that the company had been informed by the petitioner's mother that some transfer deeds in respect of the aforesaid 500 shares might have been acquired by some other person fraudulently. The petitioner was informed by the company that the company could not refuse registration of transfer in case the transfer deeds bore Yogesh C. Gupta's signature, "because your majority has been informed to us only now". The petitioner was advised to obtain an injunction order so as to prevent the registration of any transfer. The petitioner also wrote a letter dated 7th May, 1976, to the company. He requested for a complete up to date statement of account confirming his shareholding from the books of the company. The company supplied him with the statement asked for. According to the petitioner it is only at this stage, when the aforesaid statement was se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ut four years and no reason had been given as to why he had not objected to the transfer till then. The company stated that the transfers which were given effect to were perfectly valid and it was only the transferees who were entitled to the dividend and not the petitioner. The petitioner has, as already noted, filed the present petition in which it has been prayed that the register of members of the company should be rectified and in place of Rajinder Lal Kapoor and Ravi Krishan Munjal, the petitioner's name should be inserted. The other reliefs claimed are that the words "minor under the guardianship of Mr. Yogesh C. Gupta" appearing in the records of the company should be deleted and that 2,500 share scrips should be ordered to be issued by the company in favour of the petitioner who alone should be paid the dividend. The petitioner has also prayed for damages and costs. Though only the company was impleaded as a respondent at the foot of the petition, it is noted that the copy of the petition is intended to be served on Sant Ram Dhuper, Rajinder Lal Kapoor and Ravi Krishan Munjal. On the petition being filed, notices were ordered to be issued to the respondent-company as well ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt the petition under section 155 should have been filed within three years when the right to apply accrued. The submission of Mr. Seth is that the right to apply accrued when the transfers, which are sought to be impugned, were recorded in the register of members of the company. Previously there was some doubt as to whether article 137 applies to applications under the Special Acts. This controversy has been set at rest by the decision of the Supreme Court in the case reported as Kerala State Electricity Board v. T. P. Kunhaliumma, AIR 1977 SC 282. That was a case where a petition had been filed under section 16(5) of the Indian Telegraph Act, 1885. A question arose whether the said petition had been filed within time. The contention of the petitioner was that article 137 did not apply. Taking note of the changes brought about by the Limitation Act of 1963, the Supreme Court held as follows (at p. 286): "The conclusion we reach is that article 137 of the 1963 Limitation Act will apply to any petition or application filed under any Act to a civil court. With respect we differ from the view taken by the two-Judge Bench of this court in Athani Municipal Council's case [1969] 36 FJR ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ded, the petitioner cannot get any assistance from the aforesaid case oi Kaushalya Devi [1977] Tax LR 1928. At this stage the learned counsel for the petitioner submitted that under section 5 of the Limitation Act, I should condone the delay. The respondent had raised the objection that the petition was time-barred when it had filed a reply dated 11th December, 1978. All this time no application under section 5 of the Limitation Act has been filed. I would, therefore, not be inclined to entertain the oral request which has been made by the learned counsel. Even otherwise no case has been made out by the petitioner for condoning the delay. Admittedly, after the petitioner received a statement in 1976 showing the transfer of the aforesaid shares, the petitioner obtained knowledge of the said transfer. At that time the period of limitation had not expired. The petitioner could have filed a petition under section 155. He did not choose to do so. The petitioner waited for nearly 2½ years before filing the present petition. The petitioner has not been absent from Delhi permanently. No reason has been given as to why the delay should be condoned. It is well settled that sufficient ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t, 1970. This letter was written by the transferor, namely, Yogesh C. Gupta. The company rightly acted in accordance with the directions of the transferor, namely, Yogesh C. Gupta, and, to my mind, was bound to record in its register of members that the transferee, i.e., the petitioner, was a minor. This was recorded and it was recorded that Yogesh C. Gupta was the guardian. The petitioner himself at no stage wrote any letter to the company asking for the removal of the guardian's name from the register of members. The petitioner was quite happy and content in allowing his father to continue to act as the guardian. It is difficult to believe that the petitioner did not know that certain shares were held in his name and that his father was the guardian in respect thereof He was living together with his father in New Delhi. In the absence of any request from the petitioner himself the company could, not be regarded as having acted unreasonably in asking Yogesh C. Gupta to furnish proof that the petitioner had attained majority. Furthermore, the company acted reasonably when it required Yogesh C. Gupta to furnish to the company the share scrips so as to enable the company to record th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the provisions of the Companies Act, 1913, as well as the provisions of the English Act, the learned judge further held that the proceedings under section 155 were more or less analogous to a suit. The learned judge was of the opinion that the jurisdiction of the court while dealing with a petition under section 155 was not of a summary nature. The learned judge concluded that complex and complicated questions of title should be appropriately examined in a petition for rectification under section 155 and the court's jurisdiction would not be lost merely because third parties may have to be impleaded and the allegations qua them gone into. The observations in the Gujarat case ([1978] 48 Comp. Cas. 438 ) are clearly contrary to the decision of the Division Bench of this court in Punjab Distilling Industries' case [1973] 43 Comp. Cas. 1 89. I am bound by the Division Bench decision of this court and, in case disputed or complicated questions of fact and law arise, it must be held that recourse cannot be had to section 155 of the Companies Act. The learned counsel for the petitioner has contended that in the present case no complicated questions of law and fact have arisen. This is ..... X X X X Extracts X X X X X X X X Extracts X X X X
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