2010 (10) TMI 921 - Board - Companies Law

Summary

Issues:
- Restoration of the name of the original shareholder in a company under section 111 of the Companies Act, 1956.

Analysis:
The petitioner, being the legal heir of the deceased father who held 150 shares in the company, filed a petition seeking directions to restore the name of the original shareholder, Mr. Giridharlal Issandas, whose shares were transferred to the managing director of the company after his death. The petitioner discovered the transfer in 2008, nearly 20 years after the father's demise, and alleged that the transfer was collusive and fraudulent. Despite multiple notices sent to the respondents, they failed to appear before the bench, leading to an ex-parte hearing. The petitioner provided evidence, including share certificates and the annual return of the company, to support the claim that the shares were transferred without sufficient cause. The bench concluded that the transfer was illegal and ordered the company to restore the name of the original holder within thirty days under section 111(5) of the Act.

This judgment highlights the importance of upholding the rights of original shareholders and preventing unauthorized transfers of shares, especially in cases where the transfer is deemed fraudulent or collusive. The legal heir's right to seek restoration of the original shareholder's name, supported by evidence and compliance with procedural requirements, was recognized by the Company Law Board. The bench's decision to direct the company to rectify the transfer and restore the original holder's name demonstrates the judicial authority's power to intervene and enforce compliance with company law provisions to protect shareholders' interests. The judgment serves as a reminder to companies to adhere to legal requirements and prevent unauthorized or fraudulent actions that may harm the rights of shareholders, emphasizing the need for transparency and accountability in corporate governance.