2009 (4) TMI 1003 - Board - Companies Law

Summary

Issues Involved:
1. Misappropriation of Rs. 11 lakhs.
2. Fraudulent transfer of 2,170 shares.
3. Removal from directorship.

Detailed Analysis:

1. Misappropriation of Rs. 11 Lakhs:
The petitioner alleged that the second respondent misappropriated Rs. 11 lakhs from the sale of land. The respondents admitted that the land was purchased and later found to be under acquisition by the BDA. The seller issued a cheque for Rs. 16 lakhs, which bounced, leading to a criminal complaint under Section 138 of the Negotiable Instruments Act, 1881. The seller repaid Rs. 9 lakhs and insisted on re-transfer of the land, which the company legally could not do. A memorandum of understanding was signed, agreeing to return Rs. 4 lakhs without re-transferring the land. The respondents provided evidence that the money was deposited in the company's account. The Bench found no misappropriation and negated the allegation.

2. Fraudulent Transfer of 2,170 Shares:
The petitioner claimed the second respondent transferred 2,170 shares without paying consideration. The respondents produced a share transfer form dated March 12, 2005, signed by the petitioner, and board minutes approving the transfer. The petitioner did not dispute the signature but claimed non-payment. The Bench noted that the dispute over consideration is a matter between the parties and not for this forum to decide. The petitioner's reliance on technicalities regarding uncancelled adhesive stamps was dismissed as the transfer was ratified in the board meeting. The Bench concluded that the petitioner is entitled to receive her share certificates for the remaining 2,180 shares within 30 days.

3. Removal from Directorship:
The petitioner alleged her removal from directorship was an act of oppression. The second respondent issued a notice under Section 284 of the Companies Act, 1956, for an extraordinary general meeting to remove the petitioner as a director. The petitioner did not attend or send a representative to the meeting. The Bench found no documentary evidence from either party proving the removal. The Registrar of Companies confirmed no Form No. 32 was filed for the removal. Thus, the Bench presumed the petitioner continues to be a director.

Conclusion:
The Bench dismissed the allegations of misappropriation and fraudulent share transfer but directed the company to return the share certificates for 2,180 shares to the petitioner. The removal from directorship was not substantiated, and the petitioner remains a director. The petition was disposed of with these directions, and any interim orders were vacated.