TMI Blog2004 (7) TMI 663X X X X Extracts X X X X X X X X Extracts X X X X ..... raj are subscribers to the Memorandum and Articles of Association of the Company, each subscribing to 101 equity shares of ₹ 10/- each and the first directors. However, the petitioner had resigned from the office of director on 30.12.1995, upon which the Company had filed form-32 on 02.01.1996 with the Registrar of Companies, intimating the change in the constitution of Board of directors of the Company. The petitioner continued to hold 101 equity shares in the capital of the Company. When the petitioner inspected the records of the Company at the Registrar of Companies, Chennai in March, 2002, he came to know from the annual return filed by the Company on 19.09.1997 that all his shares stood transferred in the name of the second resp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company court alone would have jurisdiction which is now exercised by the CLB under Section 111 of the Act. In the present case, no complicated question of facts are involved and therefore the CLB has jurisdiction to adjudicate the dispute between the parties as held in A. Akhilandam And Smt. A. Nagalakshmi v. The Great Eastern Shipping Company Limited - (2000) 1 Comp LJ 110. 3. Against this, the submissions of Shri Venkatavaradhan, learned Counsel appearing for the respondents is that when the petitioner had resigned from the post of director, had received his share of profits as borne out by his communication dated 30.12.1995 (Annexure-R1), which included consideration for the impugned shares. As the petitioner had transferred his sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s were transferred in favour of the second respondent on 30.12.1995, in view of the pending police complaint, the transfer was registered by the Company in his favour only on 30.01.1997 and therefore the transfer of shares have not been reflected in the annual return dated 16.12.1996. Shri Venkatavaradhan, therefore, sought for dismissal of the company petition. 4. Shri Mylsamy, in his rejoinder denied that any consideration was received by the petitioner towards the alleged transfer of shares, as borne out by Annexure R-1, which pertains to the profit amount due to the petitioner for the business transacted upto 30.12.1995 settled by the Company through a cheque dated 30.12.1995. This cheque of ₹ 34,810/- has not even been encashe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Sub-section (2) or Sub-section (4). Whereas Sub-section (2) deals with an appeal or a refusal by the board of directors, subsection (4) deals with an application for rectification of the register of members. In the latter case, there is no limitation of time and there is no precondition of a refusal by the board of directors. Thus, there is no limitation period provided for making an application for rectification of register of members, under Sub-section (4). Against this background the decision in Punjab Machinery Works (P) Ltd. (supra) assumes importance, wherein the CLB relying upon the decision of the apex court in the case reported as Kerala State Electricity Board v. T.P. Kumhaliumma - AIR 1977 SC 282 held that article 137 of the Li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Company and that he would not involve himself in the name of the Company, especially when he ceased to be the director with effect from 30.12.1995. It does not in any way speak of the transfer of shares or execution of the transfer deeds in favour of the second respondent. This communication, in my view, does not impute any knowledge on the part of the petitioner about the transfer of shares as on 30.12.1995. There is no documentary proof to show as to when the petitioner acquired the knowledge of the transfer of shares. Under these circumstances, it would be presumed that the petitioner had the knowledge from the date when he had the inspection of the records of the Company at the Registrar of Companies, Chennai, i.e. 31.03.2002. The p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... yment of the consideration by the second respondent. Though the transfer was said to be effected on 30.12.1995, the transfer was registered only on 31.01.1997. The Company has not chosen to produce either the original minutes of the meeting of the Board of directors approving the transfer of impugned shares or the register of members or share transfer which ought to be in their custody or any other document substantiating their claim and therefore the CLB must make every presumption against the respondents to their disadvantage consistent with the facts, in support of which beneficial reference in drawn to the decision of the apex court reported as Atyam Veerraju v. Pechetti Venkanna - AIR 1968 SC 1413. The second respondent neither' pr ..... X X X X Extracts X X X X X X X X Extracts X X X X
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