9911796707
TMI Blog2015 (7) TMI 93X X X X Extracts X X X X X X X X Extracts X X X X ..... managing director. The petitioner's Dither Dr T.M Paul is one of the founder directors of the company who holds 158 equity shares. Petitioner's mother late Mrs Rubina Paul also holds 74 numbers of equity shares in the R1 Company. All shares of the company have been allotted to the shareholders during the years 1971 to 1974. It is submitted that from 02.08.2002 onwards the management of R1 Company and the hospital was with the Board of directors elected in the extra ordinary general body meeting held on 04.05.2002 and it was headed by 5th respondent as its Chairman and 6th respondent as Managing Director. The petitioner had purchased some shares from other shareholders. On 05.08.1993 the petitioner purchased 25 preferential shares from one Dr Susheel cleetus. The petitioner had purchased 10 numbers of equity shares also from the successors of late one T.K Pylunni. 74 numbers of equity shares was transferred in the name of the petitioner by the petitioner's sister Thankam Paul who is one of the legal heirs of their mother late Rubina Paul. Similarly the receipt for 25 preferential shares issued to Dr Susheel cleetus by the 1st respondent is produced herewith as Annexure ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to transfer the shares which was transferred to the petitioner by her sister as per the share transfer form dated 19.04.1996 along with the notarised copies of share certificates in the name of late Smt Rubina Paul and also the order of Hon'ble Sub Court, Cherthala in Succession O.P No.13/1994. Smt Thankum Paul was the shareholder of the shares held by her late mother Rubina Paul as per the Succession certificate issued by the Hon'ble Sub Coat, Cherthala in Succession O.P No.I3,1994. Thereafter Thankani Paul executed the share transfer form before the notary to transfer the shares from her name in favour of her brother Mr Mohan Paul who is the petitioner herein. The then Managing Director Mr. Mathew Varghese sent again a reply dated 09.05.2011 simply stating that they are unable to effect transfer requested by the petitioner. I-hereafter the petitioner caused to send a letter dated 06.06.2011 to the l respondent requesting them to transfer the preferential shares purchased by, the petitioner from Dr. Susheel Cleetus aloft, with the share transfer form dated 05.08.1993 along with the copy of receipt of preferential shares held by. Dr Susheel Cleetus. Dr Susheel Cleetus was ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s not complied with section 108 of the Companies Act. 1956 ("the Act"), in seeking for the purported transfer of the shares. The request for transfer was made by a notice issued by the petitioner's counsel, without enclosing the originals of the purported transfer deeds and share certificates. The provisions of section 108 of the Act are mandatory. The 1st respondent company ("the Company") has correctly refused to entertain the request. Further, such request for transfer was not made by the transferee, but strangely, by a counsel purporting to act on behalf of the petitioner. Therefore, this petition is not maintainable. as the mandatory, pre-requisite riling a petition under section 111 of the Acts has not been complied with. The petition is liable to be rejected. Section 111 of the Act provides for our appeal against the Board's decision to refuse to register the shares. Such appeal/petition shall be filed within two months from the date of receipt of the notice of such rejection. In the present case, the purported request for transfer of the 74 shares was made on 04.03.2011, by the petitioner's counsel and the same was rejected by the company on 15.03.2011, as it di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 'ble Sub-Court. Cherthala. in O.P No.13 of 2014. The respondents state that Ms Thankam Paul has never applied for transmission of shares held by her mother Ms Rubina Paul. Thankam Paul. is not a shareholder of the company. These respondents understand that in the OP (succession) No.I3/1994, the petitioner, his sister, Ms Thankani Paul and their father. Dr. T.M Paul, were Hint petitioners and the Succession Certificate to collect the effects was issued jointly in favour of all the three petitioners therein. Therefore, even the contention that the shares of late Mrs Rubina Paul, had been transmitted only to Mrs Thankam Paul is misleading and false. Hence, neither the purported transmission of the 74 nos of equity shares to Mrs Thankam Paul Nor the alleged transfer by Ms Thankam Paul to the petitioner is valid. Infact, a company petition, in CP No.32 of 2011, filed by Ms Thankam Paul, seeking for winding up of the company was rejected by the Hon'ble High Court of Kerala vide order dated 08.10.2010 on the ground that she had not become a member of the company and issuance of Succession Certificate cannot ipso facto put her in the place of the original holder and she cannot be membe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of law, Dr Paul jumped a CBI bail and left India. Anyway, the fact of litigation is not relevant. Nothing prevented the petitioner from asking for the transfer in accordance with the law. The company was always functioning. In so far as alleged purchase of 25 preference shares from Dr Susheel Cleetus is concerned that the transfer form is dated by the Registrar of Companies on 23.07.1993 and transfer signed on 05.08.1993. So, as pointed out above, it should have been presented to the company before 23.09.1993, but was presented only after a delay of eighteen years. The company only asked him to follow the law in this case also. There is no merit in the petition and it is liable to be dismissed with costs. 7. Heard the counsel appeared for the respective parties perused the pleadings and documents. After analysing the pleadings the only issue is whether the petitioner is entitled to seek the reliefs as prayed in the petition. The petitioner sought two reliefs in the petition. The first relief is with respect to transfer of 74 number of equity shares in the name of the petitioner allegedly transferred by his sister Smt Thankam Paul and whether Smt Thankam Paul has acquired right to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a shareholder and she cannot transfer the shares. The petitioner alleged to get transfer of shares from Smt thankam Paul is in my view void abinitio and he has no right to claim for transfer of shares and seeking rectification of register of members. The stand taken by the company is perfectly in accordance with law. 10. The petitioner through his Advocate issued a letter dated 04.03.2011 addressed to the Chairman of the R1 Company wherein it was stated that they are submitting the copy of the share transfer form dated 19.04.1996 along with copy of share certificates in the name of Smt (late) Rubina Paul. Further it was stated that Smt Thankam Paul is the present shareholder of the shares held by her late mother Smt Rubina Paul as per the succession certificate issued by Sub Court. Cherthala in O.P No.13/1994. The company in their reply to the Advocate's letter stated that the 74 shares cannot be transferred on the ground that Smt Thankam Paul is not a shareholder of the comapny for the shares mentioned in the letter. It is also stated that the company has not received any application for transmission of shares held by Smt (late) Rubina Paul to any person. Further the petitio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cession certificate cannot ipso facto put Smt Thankam Paul directly in the place of the original holder and she cannot be a Member unless the shares are got registered in her name on submitting necessary application to the Board with requisite proof. As stated supra the company has made it clear that they have not received any application seeking transmission of shares held by Smt (late) Rubina Paul. In absence of the same the company cannot transmit the shares. Thus it is well established that Smt Thankam Paul is not a registered shareholder of the company in respect of 74 shares. Therefore she has no legal right to transfer the shares in favour of the petitioner or any other person. The so called transfer form is invalid in the eye of law and void abinitio. Accordingly, the petitioner is not entitled to seek the relief No. 1 and the petitioner has no locus standi to maintain petition under section 111 and 111A of the Companies Act, 1956 before this Bench. 11. Now I deal with the relief No. 2 : The claim of the petitioner is that he has purchased 25 preferential shares from Dr Susheel Cleetus on 05.08.1993. Admittedly the petitioner has not lodged the share certificate along with ..... X X X X Extracts X X X X X X X X Extracts X X X X
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