2010 (11) TMI 850 - Board - Companies Law

Summary

Issues involved: Petition filed u/s 111(4) of the Companies Act, 1956 seeking to set aside transfer of shares and rectify register of members.

Details of the Judgment:

Issue 1: Setting aside transfer of shares
- Petitioner, a Malaysian citizen, purchased 20,000 shares in 1993 from grandfather.
- Shares allegedly transferred to respondents 2 and 3 in 1998 without petitioner's knowledge.
- Allegations of fraud, forgery, and illegality in the transfer.
- Petitioner claims he did not sign transfer forms or receive consideration.
- Respondents 2 and 3 deny allegations, stating shares were purchased in 1997-98.
- Lack of evidence of fraud and forgery in the petition.
- Petitioner aware of financial transactions with respondents 2 and 3.
- Petitioner's delay in filing petition after 8 years considered.
- Petition found barred by limitation and laches due to delay in filing.
- Petitioner advised to seek relief through civil court or High Court of Madras.

Issue 2: Rectification of register of members
- No evidence presented to support claim of fraudulent transfer.
- Lack of necessary particulars precludes inquiry into alleged fraud.
- Petitioner's awareness of share transfer activities over the years.
- Petition filed in 2005 for shares transferred in 1998 deemed untimely.
- Board suggests approaching civil court or High Court of Madras for relief.
- Company petition dismissed due to lack of merit in petitioner's case.

Separate Judgment: None mentioned.