2020 (9) TMI 846 - Tri - Companies Law

Rectification of register of members by deleting the transfer entry - transfer of shares - direction to respondent to return to the appellant the share certificate pertaining to the said 1,66,550 equity shares - time limitation - HELD THAT - This appeal is barred by limitation - The company has recorded the transfer of shares on the basis of the share transfer deed lodged with them in the year 2006. The validity of such transfer is being questioned at a belated stage after the lapse of ten years. Any action which ought to have been brought about to enforce the rights or revoke the transfer of shares by a deed of transfer within three years as per the Limitation Act, in the instance case, the action of challenging the validity of transfer deed dated December 22, 2006 was chosen to be filed on February 10, 2016 after a lapse of ten years from the date of execution and registration of the said transfer deed and ratification of the said transfer by investor grievance committee on March 31, 2007. The appellant has chosen to enquire into the matter only in the year 2015 and has lost his rights of challenging the transfer deed on account of delay and laches - The company being a listed company, having dematerialised shares cannot access to the transfer of shares. The shares of the public company are traded at the stock exchange and evidently the shares are held by Jayneer Capital P. Ltd., from the year 2006. Appeal dismissed.

Summary

Issues Involved:
1. Rectification of the register of members.
2. Alleged fraudulent transfer of shares.
3. Delay in filing the appeal and limitation period.
4. Non-joinder of necessary parties.

Issue-wise Detailed Analysis:

1. Rectification of the Register of Members:
The appellant sought an order under Section 59 of the Companies Act, 2013, to rectify the register of members by deleting the transfer entry dated March 31, 2007, and reinstating his name as the owner of 1,66,550 equity shares. The appellant claimed that he never transferred his shares to Jayneer and did not execute any transfer deeds. The respondent argued that the transfer was legitimate and ratified by the share transfer and investor grievance committee. The Tribunal found that the company recorded the transfer based on a lodged share transfer deed in 2006, and the validity of such transfer was questioned after ten years, making the appeal untimely.

2. Alleged Fraudulent Transfer of Shares:
The appellant contended that the transfer of his shares to Jayneer was fraudulent and illegal, as he never signed any transfer forms or received any consideration. The respondent countered that the appellant had knowledge of the transfer and did not object for eight years. The Tribunal noted that the appellant's claim of fraud was raised belatedly, and there was no sufficient evidence to prove the transfer deed was forged.

3. Delay in Filing the Appeal and Limitation Period:
The Tribunal emphasized that the appeal was barred by limitation. The appellant challenged the transfer deed dated December 22, 2006, only in February 2016, after a lapse of ten years. According to the Limitation Act, any action to enforce rights or revoke the transfer of shares should have been brought within three years. The Tribunal concluded that the appellant lost his right to challenge the transfer due to delay and laches.

4. Non-joinder of Necessary Parties:
The Tribunal observed that the appellant failed to implead Jayneer Capital P. Ltd., the entity to which the shares were transferred, as a respondent. Jayneer was a necessary party since the appellant was questioning the title of shares held by Jayneer. The non-joinder of Jayneer weakened the appellant's case.

Findings:
The Tribunal dismissed the appeal, stating that it was barred by limitation and the appellant had not provided sufficient cause for the delay. The Tribunal also noted that the shares were held by Jayneer since 2006, and the appellant's challenge was not timely. Additionally, the appellant's failure to include Jayneer as a party to the appeal further undermined his case. The Tribunal concluded that the appeal lacked merit and was dismissed accordingly.