2002 (5) TMI 843 - Board - Companies Law

Summary

Issues Involved:
1. Rectification of the share register under Section 111 of the Companies Act, 1956.
2. Allegations of filing a fictitious affidavit and forgery of transfer deed by the respondent-company.
3. Application of Sections 193 to 196 and 199 of the Indian Penal Code and Section 195 of the Criminal Procedure Code.
4. Procedural compliance with Company Law Board Regulations, 1991.

Issue-wise Detailed Analysis:

1. Rectification of the Share Register:
The petitioner sought rectification of the share register of the respondent-company under Section 111 of the Companies Act, 1956, to include his and his son's names for 50 equity shares. The respondent-company contested this with an affidavit and transfer instrument dated July 17, 1991. The Company Law Board (CLB) dismissed the petition on May 8, 1992. The petitioner did not appeal this decision, allowing it to become final.

2. Allegations of Filing a Fictitious Affidavit and Forgery of Transfer Deed:
The petitioner alleged that the respondent-company filed a fictitious affidavit dated February 17, 1992, and a fabricated transfer deed dated July 17, 1991. He pursued criminal cases and applications under various provisions of the Criminal Procedure Code, claiming the respondent-company engaged in forgery. The police investigated and reported periodically to the Metropolitan Magistrate. The petitioner requested the CLB to institute legal proceedings against the respondent-company for these allegations. However, the CLB found no categorical findings from any authority or court to substantiate these allegations.

3. Application of Sections 193 to 196 and 199 of the Indian Penal Code and Section 195 of the Criminal Procedure Code:
The petitioner sought proceedings against the respondent-company under these sections, alleging false evidence and fabrication. The CLB noted that there was no finding by any authority or the CLB itself that the respondent-company fabricated false evidence or used it knowingly. Therefore, these provisions were deemed inapplicable without such findings.

4. Procedural Compliance with Company Law Board Regulations, 1991:
The petitioner's letter dated October 29, 1999, was not in the required format of an application as per Form No. 2 of Regulation 17 of the Company Law Board Regulations, 1991. It lacked verification by affidavit and the required fee. Despite this, the CLB considered the letter on its merits due to the High Court's directive. The petitioner's subsequent letters attempting to expand the scope of the proceedings were not entertained, as the High Court had only directed consideration of the October 29, 1999, letter.

Conclusion:
The CLB concluded that it could not act as an investigative authority to determine the veracity of the affidavit or the transfer deed in summary proceedings. The petitioner's allegations were not substantiated by any authority or court, and the CLB was not empowered to grant the relief sought in the petitioner's letters. The petitioner's repeated attempts to raise the same issues were deemed an abuse of the process of law. The CLB decided accordingly, denying the petitioner's requests for further legal proceedings against the respondent-company.