9911796707
|
Home
Issues Involved:
1. Whether the petition for rectification of the register of members u/s 155 of the Companies Act is barred by time. 2. Whether the petition under section 155 is maintainable given the disputed questions of law and fact. 3. Whether the company acted illegally in transferring the shares without the petitioner's signature. 4. Whether the petitioner is entitled to have his name inserted in the register of members in place of the transferees. Summary: Issue 1: Limitation Period The respondent argued that the petition is barred by time, invoking Article 137 of the Limitation Act, which requires filing within three years from when the right to apply accrues. The court noted that the transfers occurred on 11th August 1973 and 27th September 1974, and the petition was filed on 23rd November 1978, making it prima facie time-barred. The petitioner contended that the limitation period should start from the date of knowledge of the transfer. However, the court held that the period begins when the right to apply accrues, not from the date of knowledge, and Section 17 of the Limitation Act, which deals with fraud or mistake, was not applicable as no fraud was alleged against the company. The court also declined to condone the delay under Section 5 of the Limitation Act due to the petitioner's lack of sufficient cause for the delay. Issue 2: Maintainability of Petition The respondent contended that the petition under section 155 was not maintainable due to disputed questions of law and fact. The court referred to precedents, including *Smt. Soma Vati Devi Chand v. Krishna Sugar Mills Ltd.*, and held that complicated questions of law and fact should not be decided in a petition under section 155. The court noted that the petition involved disputed facts regarding the transfer of shares and the alleged sale, which required detailed investigation and were not suitable for summary proceedings under section 155. Issue 3: Legality of Share Transfers The petitioner argued that the company acted illegally by transferring shares without his signature, despite knowing he had attained majority. The court found that the company had acted reasonably by requesting proof of the petitioner's age and the share scrips, which were never provided. The company was justified in acting on the transfer deeds executed by Yogesh C. Gupta, who was recorded as the guardian in the register of members. Issue 4: Entitlement to Rectification The petitioner sought rectification of the register to insert his name in place of the transferees. The court held that the petitioner's remedy lay in filing a suit rather than a petition under section 155, especially given the numerous subsequent transfers of the shares to bona fide purchasers who were not parties to the proceedings. The court emphasized that rectifying the register would create complications affecting these purchasers. Conclusion: The petition was dismissed on the grounds of being time-barred and involving disputed questions of law and fact unsuitable for summary proceedings under section 155. The court left the parties to bear their own costs.
|
