TMI Blog1989 (9) TMI 319X X X X Extracts X X X X X X X X Extracts X X X X ..... tablished, as enumerated in para 5 of the petition, are not in dispute. Articles 44, 45, 46, 47, 50, 51, 54, 55, 56, 58, 59 and 60 as enumerated in para 5( b ) are also not in dispute. It is also common ground that respondent No. 2 is the daughter of the petitioner. The grievance of the petitioner is that respondent No. 2, Smt. Somani, has wrongfully and illegally obtained registration in her name as the second joint holder along with the petitioner as the first named shareholder in respect of the petitioner's 10,774 ordinary shares of Rs. 10 each fully paid-up in the first respondent on the basis of a purported transfer apparently. But, in fact, the petitioner neither intended to transfer the aforesaid shares nor received any consideration for such transfer as the said second respondent has no right, title or interest in the said 10,774 shares. The petition has, therefore, been filed to seek rectification of the register of members of the first respondent by deleting the name of the second respondent therefrom as the joint shareholder in respect of the aforementioned shares thereby retaining the name of the petitioner alone or. the said register and the said share certificates. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... see that the record of the shares could not reach the hands of the petitioner and, therefore, till October, 1987, the petitioner could not know of the aforesaid manipulation of respondent No. 2. In view of the relationship between the petitioner and respondent No. 2, she could not openly agitate against the action of respondent No. 2 in getting the names of others inserted in the share certificates. She, however, persuaded respondent No. 2 to issue necessary letter acknowledging her absence of interest in the said 10,774 shares and evincing absence of any objection to the deletion of her name from the register of members of the respondent company as the second registered holder of the said shares, jointly with the petitioner. However, respondent No. 2 did not yield to the persuasion of the petitioner. Thereafter, on enquiry, the petitioner came to know that, prompted by greed, respondent No. 2, by taking undue advantage of clause 69 of the articles of association of the company, had submitted to the company a transfer deed or deeds purportedly containing the petitioner's signatures showing transfer of the said 10,774 shares jointly to the petitioner and respondent No. 2 and on t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he said transfer of shares. The transfer of shares is also in violation of section 108 of the Companies Act, 1956. It has also been averred that the provisions of section 187C of the Companies Act, 1956, have also not been complied with. A claim for award of damages has been made in view of the illegal action of the respondent. Therefore, the relief of rectification of the records of the first respondent in respect of inserting the name of respondent No. 2 as joint shareholder and also on the share certificates is sought A prayer for injunction against the respondents, pending the petition, has also been made. The petition has been resisted by respondent No. 2 through her constituted attorney, Shri Balkishan Toshniwal, on the ground that the application is liable to be dismissed, inter alia, on the ground that the petitioner has invoked the summary jurisdiction of the hon'ble court under the provisions of section 155 of the Companies Act by suppressing material facts from the court. According to respondent No. 2, Smt. Kamla Devi Mantri is the widow of Malchand Mantri who died on January 8, 1971, and she is about 87 years of age and respondent No. 2, Smt. Somani, is the daughter o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ers and has been in a position to dominate her will. Other relations and advisers have been denied access to the petitioner. As a result, the petitioner is not in a position to obtain independent legal advice relating to any of her affairs. Thus, taking advantage of the aforesaid relationship, advanced age and failing health of the petitioner, the aforesaid Hariprasad Mantri has been scheming to upset the arrangements the petitioner had entered into consciously with the help and advice of regular advisers and the instant petition is a part of the said scheme of the said Hari Prasad Mantri. The said Hari Prasad Mantri has also instigated the petitioner to file a suit in the Alipore Court, West Bengal, in respect of a tenancy agreement between the petitioner and the Manipur Tea Co. Pvt. Ltd. He also brought into existence a purported deed of trust dated October 7, 1987. The aforesaid Mantri has also instigated the petitioner to initiate a criminal proceeding under section 144, Criminal Procedure Code, against Shrikant Mantri and Devendra Kumar Mantri on false and untenable grounds. As such, it is quite apparent that the said Hari Prasad Mantri has prevailed upon the petitioner to fil ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... red generally to decide any other question which it is necessary or expedient to decide in connection with the application for rectification. However, the object of this provision under the Companies Act is to provide a summary remedy in non-controversial matters or in matters where a quick decision may be necessary to obviate any irreparable injury to the party. In S. Bhagat Singh v. Piar Bus Service Ltd. [1960] 30 Comp. Cas. 300 ; AIR 1959 Punj 352, it has been held that the provisions of section 155 of the Companies Act are not intended for settling controversies under several heads necessitating a regular investigation. When serious disputes are involved, the proper forum for their adjudication is a civil court. The proceedings for rectification of the register of members are of summary nature. Therefore, where a summary remedy may be necessary to obviate an irreparable injury to a party, then section 155 can be invoked. In Jayashree Shantaram Vankudre v. Rajkatnal Kalamandir P. Ltd. [1960] 30 Comp. Cas. 141 ; AIR 1960 Bom 136, the Bombay High Court has also taken the same view that the proceedings under section 155 of the Companies Act are summary in nature and issues ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
