9911796707
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Issues:
1. Limitation period for filing a petition for rectification of the shares register. 2. Challenge to the allotment of shares after the company's change in status. 3. Estoppel from challenging the allotment of shares. 4. Legal infirmities in the allotment of shares and increase in share capital. 5. Legality of the increase in share capital from Rs. 2 lakhs to Rs. 5 lakhs. 6. Relief sought in the petition. Analysis: 1. Limitation Period: The petition under section 155 of the Companies Act, 1956 was filed for rectification of the register of members of the respondent-company. The respondents raised a preliminary objection regarding limitation, arguing that the petition filed in September 1981, challenging actions from 1972 and 1974, was barred by an 8-year delay. The counsel for the respondents relied on previous judgments to assert that the petition fell within the scope of article 137 of the Limitation Act, making it time-barred. The court noted that the shares were transferred in 1973 and 1974, and in the absence of specific information on when the petitioner acquired knowledge of the transfers, the petition was presumed to be time-barred. 2. Challenge to Allotment of Shares: The petitioner contended that the shares were transferred illegally without offering them to existing shareholders as per section 81 of the Act. The transfer was alleged to have been done secretly and selectively, violating provisions of the Act. In response, the counsel for the respondents argued that the shares were allotted lawfully, with notices issued to shareholders who did not express willingness to purchase within the stipulated time. Disputed questions of fact were raised by both parties regarding the legality of the allotment. 3. Legal Infirmities in Allotment and Share Capital Increase: The petitioner challenged the allotment of 7,794 and 4,247 shares, along with the increase in share capital from Rs. 2 lakhs to Rs. 5 lakhs, citing violations of sections 81 and 299 of the Act. Allegations included lack of proper notice, quorum issues, and illegal increase in capital without requisite resolutions. The respondents denied these allegations, stating that the allotments were made in accordance with the law and proper procedures. 4. Dismissal of the Petition: The court dismissed the petition on the grounds of being time-barred and involving disputed questions of fact that should be addressed in a civil court. Citing precedents, the court emphasized that proceedings under section 155 were of a summary nature, not meant for intricate factual disputes. Therefore, the petition was dismissed without costs, as it was both time-barred and involved disputed facts beyond the scope of the court's jurisdiction. In conclusion, the judgment highlights the importance of adhering to legal procedures, including timely filing of petitions and compliance with statutory requirements for share allotments and capital increases. The decision underscores the need for clarity on limitation periods and the jurisdictional limits of summary proceedings under the Companies Act.
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