9911796707
|
Home
Issues:
1. Maintainability of the company petition under sections 397 and 398 of the Companies Act, 1956. 2. Definition of "member" under section 41 of the Act and its implications on the petitioners' rights. 3. Allegations regarding the suppression of the petitioners' names in the company register and the consequences. 4. Invocation of section 155 of the Act for rectification of defective entries in the register. 5. Validity of share certificates issued to petitioners and the requirement of board resolutions for share allotments. Analysis: The judgment pertains to a company application seeking an injunction against respondents from managing the company's affairs pending the disposal of a company petition. The petitioners claimed to hold shares in the company entitling them to seek redress under sections 397 and 398 of the Companies Act, 1956. The respondents contested the maintainability of the petition, arguing that the petitioners were not registered as "members" under section 41 of the Act. However, it was established that the petitioners' shareholdings were admitted and sufficient to confer membership rights under the Act, allowing them to seek relief. The judgment delves into the definition of a "member" as per section 41 of the Act, emphasizing that once a person's name is entered in the company's register of members, their membership is established, irrespective of any omissions or discrepancies in the register. The duty of companies to maintain accurate registers under section 150(1) was highlighted, with non-compliance being punishable. The court rejected the argument that the petitioners' rights were nullified due to their names not being in the register, as their shareholdings and appointments as directors were duly documented. Allegations of suppression of the petitioners' names in the company register were raised, suggesting malpractice by the first respondent. The court acknowledged the possibility of rectification under section 155 of the Act but deemed it irrelevant to the petitioners' right to seek relief under sections 397 and 398. The respondents' claim of lack of board resolutions for share allotments was dismissed, as the issuance of share certificates to the petitioners was admitted in the counter-affidavit, affirming the validity of their holdings. In conclusion, the court overruled the preliminary objection on the maintainability of the company petition, allowing the case to proceed. The judgment set a date for further orders, emphasizing the petitioners' entitlement to seek redress under the relevant provisions of the Companies Act, despite challenges to their membership status in the company register.
|
