2015 (6) TMI 108 - HC - Companies Law

Transfer of shares - Section 399 of the Companies Act, 1956 and Regulation 44 of the Company Law Board Regulations, 1991 - Held that - The contention of the appellants is that as on the date of filing of Company Petition before the Company Law Board the respondents were not shares holders, therefore, the petition is not maintainable. When the dispute is with regard to legally or illegally transfer of shares from the name of the respondents to the name of the appellants, the petition cannot be dismissed at threshold holding that such petition is not maintainable. Unless and until the opportunity is given to the respondents to show their shares have been illegally transferred to the name of the appellants, the petition cannot be dismissed at the thresh hold. In the light of the observation made by the Company Law Board at Para-11 of the order, we do not see any reason to interfere with the order of the Company Law Board. - Decided against the appellant.

Summary

Issues:
1. Challenge to the order passed by the Company Law Board in Company Application No. 1/2013.
2. Dispute regarding the transfer of shares between the appellants and respondents.
3. Legal validity of the rejection of the application to dismiss the Company Petition as not maintainable.

Analysis:
The appellant company contested the order passed by the Company Law Board in Company Application No. 1/2013, questioning its legality and correctness. The respondents had filed a Company Petition under Section 399 of the Companies Act, 1956 and Regulation 44 of the Company Law Board Regulations, 1991. The appellants sought to dismiss the Company Petition on the grounds of non-maintainability, but the Company Law Board concluded that the petition should be considered on merits after giving both parties a fair opportunity to present their case. The Company Application requesting dismissal was rejected, leading to the filing of a writ appeal by the appellants challenging the decision.

The dispute revolved around the alleged transfer of shares by certain shareholders to the appellants. The appellants claimed that the respondents had transferred their shares to them long ago, rendering the Company Petition non-maintainable as the respondents did not hold the required number of shares to file the petition under Section 399 of the Companies Act. On the other hand, the respondents contended that they had not transferred their shares and remained shareholders of the company. The Company Law Board held that without allowing the petitioners to prove their shareholding, the petition could not be dismissed at the threshold, leading to the rejection of the application.

The appellants argued that the Company Law Board's decision contradicted a previous ruling by the court and insisted that their application should have been allowed. In response, the respondents maintained that the Company Petition sought to declare the alleged share transfer as null and void, alleging fraud on the part of the appellants. They emphasized the need for the appellants to demonstrate how the shares were transferred illicitly. The central issue for consideration by the court was whether the rejection of the application to dismiss the Company Petition as not maintainable was legally valid.

The court noted that both the appellants and respondents were shareholders of the company at a certain point, with the respondents claiming they had not transferred their shares to the appellants. The respondents filed the Company Petition based on their assertion that the share transfer was unauthorized. The court held that since the dispute concerned the legality of the share transfer, the petition could not be summarily dismissed as non-maintainable without affording the respondents an opportunity to prove their case. Consequently, the court upheld the decision of the Company Law Board, dismissing the appeal.