TMI Blog2015 (6) TMI 686X X X X Extracts X X X X X X X X Extracts X X X X ..... rieved party toy CLB for relief under Section 111/111A of the Act. In light of the above law, I have examined the pleadings as contained in the petition. On perusal of the pleadings, it is noted that the cause of action to file the instant Company Petition had arisen firstly in the year 2005 when the Petitioners' appeal was dismissed by the Appellate Court. Undisputedly, the petition came to be filed in the year 2012 which is obviously beyond prescribed period of 3 years. I, therefore, hold that the petition is hopelessly time barred and it deserves to be dismissed on this ground alone. The Respondent has categorically denied that there was any difference of signatures on the Transfer Deeds. There is no reason to disbelieve the statement made by the Answering Respondent that there is no difference of signatures on the Transfer Deeds. In my view, the contention of the Petitioners as to non-appearance of the Respondent Nos.2 and 3 in the instant Company Petition also does not in any way help the Petitioner's case. Furthermore, the technical points raised by the Petitioners as to the non-compliance of guidelines for "Good /Bad Delivery" by the Respondent No.1 Company, and non compl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e holding for the convenience of dematerialization only. It is stated that since the Petitioners did not receive back duly transferred shares in due course, on inquiry being made with the Company's Investor Relation Centre, the Petitioners received a letter dated 30/07/1999 communicating them that the relevant documents for transfer of share were intercepted in the Postal Transit, and thereafter, the shares were lodged by the Respondent No.2 and the same have been transferred in their respective names. It is alleged by the Petitioners that the Respondents have deliberately committed mischief and the Company, without seeking confirmation from the Petitioners, and without complying the guidelines issued by the Stock Exchange and SEBI from time to time, have illegally transferred the said shares to the name of the Respondent No.2. According to the Petitioners, their names were illegally removed from the Register of Members by the management of the Company in conspiracy hatched with the Respondent No.2. 2.4 It is further pleaded that on receipt of the letter dated 30/07/1999 from the Company, the Petitioners sent a reply dated 13/08/1999 to the Company informing the facts and re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... were not forged, and therefore, the answering respondent has rightfully transferred the subject shares in favour of the Respondent No.2 and, hence, no case is made out for grant of reliefs as prayed by the Petitioners. 5. The Respondent Nos.2 and 3, despite service of notice, neither appeared nor filed any reply to the Petition. 6. After the reply was filed by the Answering Respondent, a rejoinder came to be filed on behalf of the Petitioners on 8/06/2012. Thereafter, an additional affidavit on behalf of the Petitioner was filed on 21/07/2013, to which another reply was filed by the Respondent No.1 on 20/11/2013. Again, an Affidavit in rejoinder came to be filed on behalf of the Petitioners on 21/01/2014. Lastly, the Petitioners filed an Affidavit on 19/03/2014. Thereafter, the Answering Respondent filed one more reply on 22/10/2014. I have perused the entire pleadings. Heard the arguments and also examined the written submissions filed by the respective contesting parties. First, I would like to deal with the preliminary objections raised by the Answering Respondent. 7. As regards non-joinder of necessary party, It has been contended on behalf of the Answering Respondent, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r, the said suit was dismissed in the year 2000 for want of jurisdiction. Being aggrieved by the said order of the Civil Court, an appeal was preferred by the Petitioner No.1 before the Appellate Court and that appeal too was dismissed in the year 2005 confirming the Lower Court's order. However, the Petitioners did not bother to approach this CLB in the year 2005 and they approached this CLB only in the year 2012. Thus, this petition has been filed in the year 2012 i.e. after a period of 7 years. The Ld. Counsel appearing for the answering respondent further submitted that no cogent and convincing explanation has been offered by the Petitioners for this inordinate delay in filing the present petition, and therefore, this petition deserves to be dismissed on this ground as well. 11. Responding to the said submissions advanced on behalf of the Answering Respondent, it was argued by the Ld. Authorized Representative for the Petitioners, that there is no time limit provided in Section 111 of the Act for rectification in the Register of Members of a Company where a company without sufficient cause has omitted/removed the name of a registered shareholder from its Register of Memb ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ot be applicable to Private Companies. For the Private Limited Companies, the remedies of appeal and rectification would remain under Sections 111 (2), (3) and (4) of the Act. When an application is made under Sec.111 with regard to a Private Company, the CLB will deal with the same under the provisions of Sec.111. The limit of two months appeal as provided under sub-sec. (3) of Sec. 111 would still be applicable to the Private Companies. (2) In the case of Canara Bank vs. Nuclear Power Corporation of India Ltd., Hon'ble Supreme Court has observed as under :- Now, under Section 111 of the Companies Act as amended with effect from 31.5,1991, the CLB performs the functions that were theretofore performed by courts of civil judicature under Section 155. It Is empowered to make orders directing rectification of the company's register, as to damages costs and Incidental and consequential orders. It may decide any question relating to the title of any person who is a party before it to have his name entered upon the company's register; and any question which it is necessary or expedient to decide, it may make interim orders, Failure to comply with any order visits the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Limitation Act shall be applicable. Therefore, in terms of Article 137 of the Limitation Act, 3 years period with effect from the date of cause of action would be available for an aggrieved party toy CLB for relief under Section 111/111A of the Act. In light of the above law, I have examined the pleadings as contained in the petition. On perusal of the pleadings, it is noted that the cause of action to file the instant Company Petition had arisen firstly in the year 2005 when the Petitioners' appeal was dismissed by the Appellate Court. Undisputedly, the petition came to be filed in the year 2012 which is obviously beyond prescribed period of 3 years. I, therefore, hold that the petition is hopelessly time barred and it deserves to be dismissed on this ground alone. 15. Now, I proceed to consider the case of the Petitioners on merits. In this regard, it was submitted on behalf of the Petitioners that there were two sets of Share Transfer Deeds, viz. one set of 3 share transfer deeds, by which the names of the Petitioners were entered in the Register of Members of the Company, and another set of 2 shares transfer deeds, by which the names of the Petitioners were removed from ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... particular shares were traded and delivered. The share transfer deeds-in-question, however, do not speak on which stock exchange the shares were traded. Moreover, inspite share broker stamp, the Company failed to notice the said basic discrepancies. ii) The Company also failed to notice that the shares were not traded on the stock exchange as relevant portions of transfer deeds are blank, bearing no stamp of the stock exchange, settlement period, etc. iii) Further, on seeing the transfer deeds, it may be noted that the forged transfer deeds, the Transferor is from Surat and the Transferor is from Mumbai and the witness is from Bangalore. Despite above mentioned discrepancies, the Company has shown abnormal hurry in removal of the Petitioners' name from the Register of Members of the Company, which led the Petitioners to believe the connivance of the Company with the Respondent No.2. iv) That, as per case of the Company, Transfer Deeds were submitted to them on 12/03/2009 for transfer of the shares and the same were transferred on 26/03/1999, but there is no inward stamp of the Company, on the transfer deeds, which is one of the basic requirement for the documen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ions made against them should be accepted, being unrebutted. 23. Based on the above, it was submitted on behalf of the Petitioners that the Company, without sufficient cause has removed the name of the Petitioners from its Register of Members and hence, orders may be passed in terms of prayers made in the petition. 24. Having considered the rival submissions carefully and upon a critical examination of the material available on record, I have come to the conclusion that the Petitioners have failed to make out any case for grant of, reliefs as sought for in the petition. The Answering Respondent has categorically denied that there was any difference of signatures on the Transfer Deeds. There is no reason to disbelieve the statement made by the Answering Respondent that there is no difference of signatures on the Transfer Deeds. In my view, the contention of the Petitioners as to non-appearance of the Respondent Nos.2 and 3 in the instant Company Petition also does not in any way help the Petitioner's case. Furthermore, the technical points raised by the Petitioners as to the non-compliance of guidelines for Good /Bad Delivery by the Respondent No.1 Company, and non compl ..... X X X X Extracts X X X X X X X X Extracts X X X X
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