1989 (2) TMI 319 - HC - Companies Law

Transfer to Shares Power to refuse registration and appeal against refusal, Powers of Court to rectify register of members

Summary

Issues Involved:

1. Competency to challenge the validity of regulation 24.
2. Validity of regulation 24.
3. Refusal of the board of directors to register the transfer of shares.
4. Reliefs entitled to the petitioners.
5. Entitlement to rectification of the register of members.
6. Order as to costs.

Detailed Analysis:

1. Competency to Challenge the Validity of Regulation 24:

The petitioners challenged the validity of regulation 24 in the company's articles of association. The court initially ruled that it was not competent for the petitioners to challenge this in the current proceedings. This decision was upheld by a Division Bench and later by the Supreme Court. Thus, the petitioners could not contest the validity of regulation 24 within these proceedings.

2. Validity of Regulation 24:

Given the decision on the first issue, the court did not consider the validity of regulation 24. The earlier ruling established that the petitioners were not competent to challenge it in the current proceedings.

3. Refusal of the Board of Directors to Register the Transfer of Shares:

The petitioners argued that the refusal by the board of directors was capricious, mala fide, and otherwise invalid or illegal. The court examined whether the refusal was arbitrary or in bad faith. The court noted that if articles permit directors to decline transfers without stating reasons, no unfavorable inference would be drawn against them for not providing reasons. The burden of proof was on the petitioners to show that the refusal was capricious or mala fide. The court found no positive evidence from the petitioners to substantiate these claims, thus presuming the directors acted bona fide and in the interest of the company. However, it was found that there was an unnecessary delay in communicating the refusal, which violated the listing agreement and Securities Contracts (Regulation) Rules. This delay was deemed unreasonable, and thus the refusal was considered invalid.

4. Reliefs Entitled to the Petitioners:

Given the finding of unnecessary delay, the court decided in favor of the petitioners. The court directed the company to register the transfer of shares as requested by the petitioners and rectify the share register accordingly within three weeks.

5. Entitlement to Rectification of the Register of Members:

The court ruled that the register of members should be rectified to include the petitioners as holders of the shares in question. The company was also directed to notify the Registrar of the rectification and file a copy of the court's order with the Registrar of Companies within the prescribed time.

6. Order as to Costs:

The court concluded that there would be no order as to costs, meaning each party would bear its own costs.

Conclusion:

The court allowed the company petitions, directing the first respondent to register the transfer of shares in favor of the petitioners and rectify their share register within three weeks. The company was also instructed to comply with statutory notification requirements. No costs were awarded.