TMI Blog2018 (2) TMI 414X X X X Extracts X X X X X X X X Extracts X X X X ..... he has adopted the written statement of the R1 and R2 which shows the collusion between the R1, R2 and R3. If the transfer from R3 to Smt. S.M. Vijila is genuine, she should have approached this Tribunal suo motu in order to protect her interest in the shares, but she also failed to do so. Allow the petition and direct the Company to rectify the Register of Members by deleting the name of Mrs. S.M. Vijila and restore the name of the petitioner in that place within 30 days from the date of the receipt of this order. - TCP NO. 222 of 2016 In CP/3/2014 - - - Dated:- 21-12-2017 - MR. K. ANANTHA PADMANABHA SWAMY, J. For The Petitioner : R. Anand Kumar For The Respondent : S. Senthil, M. Vijayamehanath and T. Wins ORDER Per : K. Anantha Padmanabha Swamy, Member (Judicial) Under consideration is a petition filed by Shri. S. Ramesh, (the Petitioner) under section 59 of the Companies Act, 2013 (the Act, 2013) seeking an order directing M/s. The South Travancore Hindu College Association, (the Company) to rectify the Register of Members by deleting the name of the R3 and in the place of his name to restore the name of the petitioner. 2. The brief averments made ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f R3. Since the transfer of shares was effected on the basis of forged documents, the same is null and void. The learned PCS while reiterating the above averments, prayed that the Company be directed to rectify its Register of Members by deleting the name of the R3 and in the place of his name to restore the name of the petitioner. 3. The R1 and R2 have filed counter wherein inter alia raised preliminary objections and the averments are: The petitioner is aware that the R3 has transferred his shares to one Mrs. S. M. Vijila in the year 2006 itself and it is evident from the report of cross-examination by the petitioner Counsel in OS No. 585 of 2003. The petitioner has suppressed this fact from the Tribunal and he has also not made the said Mrs. S. M. Vijila as a party to the present proceedings. Therefore, the petition is to be dismissed for non-joinder of parties. The Company was registered in the year 1951 and it is an educational institution functioning at Nagercoil. It is a non-profitable organization and the shareholders are not entitled for any dividend or interest for the shares they hold. The father of the petitioner had purchased A class share of ͅ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... certificate and sold the shares on the basis of the earlier duplicate share certificate issued on 07.12.1991 without disclosing the existence of the second duplicate share certificate to R3. The petitioner played fraud against the Respondents with ulterior motive and violated the principles of law and justice and has not approached this Tribunal with clean hands. The learned Counsel for the R1 and R2 while reiterating the above averments prayed for the dismissal of the petition. 4. The petitioner has filed a rejoinder and inter alia made the following averment and that are: The Company at the request of the petitioner issued the first duplicate share certificate on 07.12.1991 (Certificate No. 80) and again another duplicate share certificate on 26.07.2001 (Certificate No. 95). The second share certificate was issued on 26.07.2001, the erstwhile duplicate share certificate issued on 07.12.1991 has no value or not on record of the Company. The Notary Public who has attested the signature of the petitioner was banned from doing attestations as Notary and it is well known fact. These shares are only issued on a privilege basis and never upon paying any consideration. The Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ence. It is pertinent to note that the submission of letter for transfer by R3 and NOC issued by the petitioner both are dated 06.09.2013. Generally it is a practice that for transfer of any shares to others one has to submit transfer deed to the Company, in turn the Company will transfer the shares after due verification and satisfaction of the claim. In the present case, the Company has stated that it has insisted for a NOC from the petitioner and on 06.09.2003, the petitioner has submitted such letter to the Company. The Company has not produced any such letter seeking a NOC from the petitioner and it does not show any bona fide act on the part of the Company. Further, the Company has issued the first duplicate share certificate on 07.12.1991 (Certificate No. 80) and it is recorded on the face of the certificate that Duplicate Share Certificate of Certificate No. 70 D/20.01.1983 (Page 1 of the typeset of documents of R1 and R2) and the second duplicate share certificate was issued on 26.07.2001 (Certificate No. 95) and it is recorded on the face of the certificate that Duplicate Share Certificate of Certificate No. 70, 20.01.1983 (Page 4 of the typeset of documents of R1 and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... R3 has been made by the Company knowing fully well that one more duplicate certificate is in existence and the transfer was made on the basis of the earlier duplicate share certificate, this Bench has no hesitation to declare that the petitioner has made out a case for ordering the rectification of Register of Members and that the transfer was made on forged documents and it is null and void. Since the first transfer to R3 is made on the forged documents, the question of non-joinder of party will not arise, therefore the preliminary objections of the R1 and R2 in this connection should fail. Further, the R3 ought to have contested the matter independently by filing the proof of payment made to the petitioner, but he has adopted the written statement of the R1 and R2 which shows the collusion between the R1, R2 and R3. If the transfer from R3 to Smt. S.M. Vijila is genuine, she should have approached this Tribunal suo motu in order to protect her interest in the shares, but she also failed to do so. In view of my above observations, I am inclined to allow the petition and therefore, direct the Company to rectify the Register of Members by deleting the name of Mrs. S.M. Vijila and r ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
