2012 (2) TMI 644 - HC - Companies Law

Summary

Issues involved: Appeal filed u/s 10F of Companies Act challenging CLB's order dismissing petition u/s 111A for rectification of share register.

Details of the judgment:

1. Observations of CLB:
- CLB found no case u/s 112 of the Act, deemed certification claim untenable.
- Alleged collusion between Managing Director and petitioner's father.
- Lack of valid transfer endorsement on share certificate.
- Respondent's contention of collusion prima facie established.
- Proxy litigation to remove disqualification of Statutory Auditor.
- Failure to follow normal transfer procedure.
- Respondent's contentions remain unrebutted.

2. Appellant's Submissions:
- Impugned order based on surmises, not addressing relied upon documents.
- Mention of Share Certificate, Share Transfer Form, and shareholder list.
- Original Share Transfer Register not produced by respondent.
- Respondent's evasive response to appellant's request for notice.

3. Respondent's Arguments:
- Appellant's petition filed for collateral purpose by father, previous auditor.
- Allegations of fabricated documents by appellant's father in collusion with previous management.
- Change in management in 2005, loss of documents during office shift.
- Discrepancies in transfer documents pointed out.
- Appellant's father shown as shareholder in contemporaneous shareholder list.

4. Court's Decision:
- Appeal u/s 10F lies on question of law or perverse finding.
- No perversity found in impugned order.
- Lack of transfer number, ledger folio number, and company stamp/seal on documents.
- Legally valid explanation for non-production of original Share Transfer Register.
- Annual returns filed by previous management show appellant's father as shareholder.
- CLB rightly concluded falsity of petitioner's case based on public documents.
- Appeal deemed devoid of merit and dismissed without costs.