2004 (7) TMI 663 - Board - Companies Law

Summary

Issues:
Petition seeking rectification of register of members by deleting second respondent's name and entering petitioner's name for 101 equity shares. Jurisdiction of Company Law Board (CLB) under Section 111 of Companies Act, 1956. Limitation period for filing petition under Section 111. Merits of the case regarding alleged transfer of shares.

Jurisdiction of CLB:
Petitioner sought rectification of register of members based on National Insurance Company Limited v. Glaxo India Limited, emphasizing CLB's jurisdiction. No complex facts involved, establishing CLB's jurisdiction as per A. Akhilandam And Smt. A. Nagalakshmi v. The Great Eastern Shipping Company Limited.

Limitation Period:
Respondents argued the petition was time-barred due to delay of 8 years. Petitioner's defense cited Jagjit Rai Maini v. Punjab Machinery Works (P) Ltd., stating the claim was not barred by limitation. CLB clarified no limitation for rectification under Section 111(4), following Punjab Machinery Works (P) Ltd. precedent.

Merits of the Case:
Petitioner denied receiving consideration for share transfer, evidenced by uncashed cheque. Allegations of forged signatures on transfer deeds. Respondents claimed petitioner transferred shares and received consideration in 1995, but lacked documentary proof. CLB held respondents failed to prove transfer and registration of shares, directing rectification of register in favor of petitioner and issuance of duplicate share certificates within 30 days.