2013 (12) TMI 1647 - Board - Companies Law

Summary

Issues Involved:

1. Whether the petition filed by the respondents is maintainable u/s 397 and 398 of the Companies Act, 1956.
2. Legality of the transfer of shares and the appointment of directors.
3. Allegations of forgery and fabrication of documents.

Summary:

Issue 1: Maintainability of the Petition

The application was filed u/s 399 and 403 of the Companies Act, 1956, read with Regulation 44 & 47 of the Company Law Board Regulations, 1991. The applicants contended that the respondents (Petitioners) are not shareholders of the company and thus cannot maintain a petition u/s 397 and 398. The respondents argued that they hold more than 58% of the total share capital and that the transfer of shares was illegal. The Board concluded that the respondents had executed share transfer deeds and received sale consideration, thus they are no longer shareholders and cannot maintain the petition u/s 399.

Issue 2: Legality of Share Transfer and Appointment of Directors

The respondents sought declarations that the allotment of 15,59,201 equity shares and the appointment of directors were illegal. The Board found that the petitioners had admitted to holding 16,43,360 shares and had transferred them to the applicants, receiving substantial payments. The Board held that the applicants complied with the procedure for share transfer as per the Companies Act, and thus the petitioners' claims were invalid.

Issue 3: Allegations of Forgery and Fabrication

The respondents alleged that the transfer deeds were fabricated and intended to defeat their claims. However, the Board found that the applicants had provided sufficient evidence of payments and share transfer deeds. The Board dismissed the allegations of forgery and fabrication, stating that the documents filed by the petitioners did not substantiate their case.

Conclusion:

The Board concluded that the petitioners are no longer shareholders and cannot maintain the petition u/s 399 of the Companies Act, 1956. The application CA/165/2011 was allowed, and the petition CP/34/2011 was dismissed. Applications CA/1/2013 and CA/2/2013 to receive additional documents were also dismissed. No orders as to costs.