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TMI Blog1995 (3) TMI 328X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany. The company was converted into a private limited company in the month of May 1978. The authorised capital of the company in the month of September 1972 was Rs. 2 lakhs comprised of 20,000 shares of Rs. 10 each. The amount of paid-up capital was Rs. 1,22,060 comprised of 12,206 shares which were fully paid up. It is alleged that on 3-9-1972, the remaining shares, i.e., 7,794 shares were further allotted to respondent Nos. 2 to 10 and, thus, the paid up capital of the company became Rs. 2 lakhs. The capital of the company was further increased from Rs. 2 lakhs to Rs. 5 lakhs comprised of 50,000 shares of Rs. 10 each in the annual general meeting held on 29-9-1973. Thereafter, on 30-1-1974 further 4,247 shares were allotted to respond ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... meeting and that the remaining five members did not constitute the quorum as provided under article 81 of the articles of association. The increase of authorised capital on 29-9-1973 from Rs. 2 lakhs to Rs. 5 lakhs was illegal, being in breach of article 13 of the articles of association. The share capital could be increased only by extraordinary resolution, i.e., special resolution but the same was passed as ordinary resolution; that securing majority illegally, the respondents on 30-1-1974 issued 4,247 shares to the follow-ing persons: Sl No. Name No. of Shares Sl No. Name No. of Shares 1. Roshan Lal Mehra 100 5. Smt. Suhag Rani 500 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... thus, the allotment was made in accor- dance with law. 3. Replication was filed controverting the pleas raised in the written statement and reiterating the ones made in the petition. On the basis of pleadings, following issues were framed and the parties led their evidence : " 1. Whether the petition is barred by limitation? (OPR) 2. Whether the petitioner can challenge the allotment of shares after respondent-company has changed its status to a private limited company from public limited company? (OPR) 3. Whether the petitioner is estopped from challenging the allotment of shares as stated in paras 3 and 4 of preliminary objections of written statement? (OPR) 4. Whether the allotment of 7,749 shares and 4,247 shares suffer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tation. No period of limitation has been prescribed under the Act for filing a petition for rectification of the shares register. The counsel for the respondents relied upon Kerala State. Electricity Board v. T.P. Kunhaliumma AIR 1977 SC 282 to contend that the limitation under these circumstances would be three years. The Apex Court in T.P. Kunhaliumma's case ( supra ) held that article 137 of the Limitation Act, 1963 applies to every petition or application filed under any Act. Petition in that case under consideration was under section 16(3) of the Tele- graph Act, 1885 claiming enhanced compensation and it was held that the said petition fell within the scope of article 137 of the Limitation Act and was barred by time. 5. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... With respect we differ from the view taken by the two-Judge Bench of this Court in Athani Municipal Council's case AIR 1969 SC 1335 and hold that article 137 of the 1963 Limitation Act is not confined to applications contemplated by or under the Code of Civil Procedure. The petition in the present case was to the District Judge as a court. The petition was one contemplated by the Telegraph Act for judicial decision. The petition is an application falling within the scope of article 137 of the 1963 Limitation Act' In the present case the transfers were effected on 11th August, 1973, in respect of 1,000 shares, and on 27th September, 1974, in respect of 1,500 shares. An application under section 155 of the Companies Act could be filed wit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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