TMI Blog1997 (6) TMI 360X X X X Extracts X X X X X X X X Extracts X X X X ..... y had availed of certain financial assistance from an associate concern of the petitioners and since the financial position of the company was not satisfactory, the shareholders of the company offered to sell the impugned shares to the petitioners at ₹ 10 per share. Respondent No. 2 being the managing director of the company, furnished to the petitioners a certified true copy of the extract of the meeting of the board of directors of the company held on February 20, 1992 (annexures A-2 and A-3 ) wherein, the board of directors of the company resolved sale of 19,613 shares held by various shareholders to the petitioners and to one Shri Jethalal Dalai, collectively. Accordingly, the petitioners decided to purchase such number of shares each as mentioned earlier. Respondents Nos. 2 and 3 issued a letter (annexure 4) to the petitioners requesting that the payment of consideration for the shares be paid to the company and, accordingly, the petitioners along with Shri Dalai, issued a cheque for ₹ 1,96,130, dated February 26, 1992, in favour of the company. The shareholders including respondents Nos. 2 and 3 gave a receipt dated February 26, 1992 (annexure 5) for the said a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inancial Resources India Ltd., Bombay, agreed to make direct payments for supply of machinery to the extent of ₹ 22.5 lakhs. Further, BCL also agreed to advance a sum of ₹ 20 lakhs. In consideration for the repayment, the respondents had deposited title deeds of properties and some of the shareholders and friends also deposited title deeds of properties belonging to them. At the time of taking the loans, a large number of blank papers including blank cheques, etc., were made to be signed by the respondents. Since the New Bank of India, bankers of the company, failed, the company was not in a position to get financial assistance from the bank and as such was not in a position to discharge its liabilities towards the loans taken from the financiers. On account of this, the financiers issued various public notices advising the public that title deeds of various properties were with them and any one dealing in respect of these properties would do so at their risk. In addition to the title deeds, the shareholders had also deposited the share certificates along with the blank transfer forms. The alleged board resolution dated February 20, 1992, is a fabricated one, typed on a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es regarding the transfer, proof of payment of consideration and also the receipt signed by all the shareholders towards receipt of consideration. With so much overwhelming evidence of the petitioners' having become members of the company, it was wrong on the part of the company to have either omitted the names of the petitioners from the register of members or failed to enter the names as members. Accordingly, he sought for directions to the company to register, the shares in favour of the petitioners. 7. Shri V. S. Raju, advocate, appearing for the respondents, submitted that at no time there was any agreement between the petitioners and the shareholders regarding the sale of the impugned shares. He further submitted that a perusal of the transfer instruments would show that there is no indication as to the dates of transfer to examine whether the transfer had taken place within the period as provided under Section 108 from the date of presentation. He also pointed out that all the transfer instruments have been affixed with only stamp of ₹ 2 as against the large value of stamps that should have been affixed taking into account the alleged consideration indicated in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n cognizance of by a company, for registering transfers and, therefore, the question of our ordering rectification of the register of members to enter the names of the petitioners in the register of members does not arise. 10. This is a case where shares of the face value of ₹ 100 each are alleged to have been transferred for a consideration of ₹ 10 each. The petitioners have annexed various documents to show that there was proper transfer of shares together with proof of payment and proof of receipt. Yet, the contention of the respondents is that all the documents are either fabricated or have been prepared on blank papers signed by the respondents/shareholders for availing of financial assistance. The petitioners have relied on a purported board meeting of the company held on February 20, 1992. In this meeting a resolution is purported to have been passed as follows : Resolved that equity shares numbering from 001 to 19613 (as per the list enclosed) we hereby transfer in favour of Shri Suman Jathalal Dalai, Shri Bipin K. Jain, Shri Raj Kumar K. Jain and Shri P. K. Jain. This resolution is purported to have been passed on the basis of consent letters received f ..... X X X X Extracts X X X X X X X X Extracts X X X X
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