9911796707
TMI Blog2010 (5) TMI 692X X X X Extracts X X X X X X X X Extracts X X X X ..... V. Shah HUF is holding 600 equity shares of respondent No. 1, it was actually holding total 624 shares as per the record of respondent No. 1. The said shares were transmitted to his legal heirs and recorded in the register of members on July 26, 1990. By virtue of the said partition the shares were transmitted as under : Sr. No. Name of transferees No. of shares Ledger folio 1. Mrs. Jayakunvari M Shah 120 equity shares 128 2. Ms. Kusumben M. Shah (deranged daughter of Jayakunvari M. Shah acting through mother as guardian) 120 equity shares 18 3. As executrix of the estate of Mr. Manilal V. Shah (Mrs. Jayakunvari M. Shah) 144 equity shares 131 4. Mr. Bhagavandas M. Shah 120 equity shares 128 5. Mr. Harish M. Shah 120 equity shares 15 2. Thus, the petitioner is the absolute owner/having control of 384 equity shares of respondent No. 1 company, acquired under the petition of the HUF properties. The said shares were transmitted in the name of the petitioner on July 26, 1990, as per the register of members bei ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hese remarks, the respondent-company returned the said documents to the petitioner vide its letter dated January 22, 2008. The details of the said 644 shares were furnished by the respondent-company as under : Ledger folio Name of shareholders No. of shares 128 Smt. Jayakunvari M. Shah Mr. Harish M. Shah Mrs. Usha M. Shah 379 131 Smt. Jayakunvari M. Shah Mr. Harish M. Shah Mrs. Usha M. Shah 145 18 Ms. Kusum Manilal Shah Mrs. Jayakunvari Manilal Shah Mr. Harish M. Shah 120 Total 644 5. After taking inspection of the register of members of the respondent-company it was found that the names of Mr. Harish M. Shah and/or Mr. Harish M. Shah and his wife Mrs. Usha M. Shah, were inserted in each folio under which the petitioner is holding the shares. The names of Harish M. Shah and/or Harish M. Shah and Usha H. Shah are inserted on January 5, 1993, January 11, 1993 and February 2, 1994, as per the register of members being maintained by respondent No. 1. The petitioner is very much of sound mind and she has never even ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hares mentioned therein is correct and we had, as joint holders of the folios Nos. 18, 128 and 131 acquiesced to those of the said acquisitioned shares which were made after we duly became joint holders of the company and our names were mentioned in the folio numbers 18, 128 and 131, viz., 17 shares from Mr. Shantilal V. Shah and others, 8 shares from Mr. Jayanand Nagjee and others and 1 share from Mrs. Padma Vora and others. We dispute the statement in so far as it implies that the petitioner became the sole owner of the 120 shares. We strongly dispute that the petitioner has no source of income. The petitioner receives sufficient income by way of reimbursement of expenses received from Gill and Company P. Ltd., and a share of the profit from a partnership firm called Meghji Thoban and Co., which share of profit was required to be, but has not till date been shared with the rest of the petitioner's immediate family. We were shocked to know that the shares were sought to be sold without our consent even though we were joint shareholders and evert before sharing with us any terms and conditions for transferring the said shares. We say that there was no erroneous insertion of names i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... many years, that too, when the whole matter is within the family and the management of the company is related to the petitioner and respondents Nos. 2 and 3. The respondents state that none of the reliefs prayed for be granted and that the petition be dismissed outright with costs to respondents Nos. 2 and 3 as they are living in the United States of America and have to travel for attending hearings and matters incidental thereto. We would like to state that vide a letter dated April 12, 2008, Gill and Company P. Ltd., had in fact written to us asking us to sign on four separate duly stamped and duly filled in share transfer forms. The letter and the transfer forms clearly indicate that Mr. Harish Shah and Mrs. Usha Shah are the second and third joint holders of the said 644 equity shares which are the subject-matter of the petition. They are substantial and in our opinion sufficient evidence that the petitioner and respondent No. 1 both agree and on paper substantiate that respondents Nos. 2 and 3 are joint shareholders of the said 644 equity shares. We are sorry to state that both the petitioner and respondent No. 1 are now contradicting their own signed documents in this matter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tember 9, 2008, within eight months from the date of knowledge, i.e., January 22, 2008. Therefore, the petition is not time barred. Further, mere statutory returns filed with the Registrar of Companies without being supported by any primary documents will not have any evidentiary value because the Registrar of Companies does only ministerial acts and, therefore, taking of statutory forms on record by him will have no sanctity in regard to the validity of such returns. The petitioner further reiterates her stand that the respondent-company is put to strictest proof in respect of insertion of names of respondents Nos. 2 and 3 as joint holders in respect of the impugned 644 shares held by the petitioner as a sole shareholder for justifying the said action. The respondent-company has failed to produce any relevant document, viz., the relevant board resolution approving the impugned transfer of the said shares in favour of the petitioner, respondents Nos. 2 and 3 jointly and the relevant transfer deed in this connection. In the affidavit-in-reply it is stated that after coming to know of the erroneous insertion of the names of respondents Nos. 2 and 3 as joint holders in respect of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... out the erroneous insertion of names on December 28, 2007, she could have asked the company to furnish the details. But the petitioner while furnishing the indemnity bond dated January 16, 2008, at paragraph 2 of the indemnity bond mentioned the names of the shareholders and there is no mention about the erroneous insertion. Hence the statement of the petitioner is contradictory. Respondents Nos. 2 and 3 whose names have been shown as joint holders along with the petitioner contend that their names have been inserted on January 5, 1993, January 11, 1993 and February 2, 1994, in the year 1993 and the register of members is being maintained by the company. It is further contended that the petitioner is aware of the fact of the joint holders to the shares and she never refuted any time except filing the present petition. It is also contended that the company is filing annual returns and it is evident that the names are being reflected in the annual returns as joint holders along with the petitioner to the shares. Respondent No. 1 company filed its reply and stated that the company employee who was having working knowledge of secretarial work, during whose tenure the alleged insertion ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and 3 have been inserted later. The crux of the issue before me is that whether the names of respondents Nos. 2 and 3 have been inserted erroneously or not. As stated supra respondent No. 1 is only the authority to explain how the names of respondents Nos. 2 and 3 have been inserted as joint holders along with the petitioner. The burden of proof lies more on respondent No. 1 company because the company only maintains the records, viz., register of members, filing of annual returns, holding the meetings, etc. Any decision either transfer, transmission, rectification, insertion, deletion of the shares are concerned the board of directors is competent to take decision as per the law and its articles. In the present case respondent No. 1 company failed to prove that the names of respondents Nos. 2 and 3 have been inserted either upon the request made by them or any consent given by the petitioner to insert their names (respondents Nos. 2 and 3) as joint holders along with the petitioner. Respondent No. 1 company also failed to produce any board resolution to establish that the company has taken decision to insert the names of respondents Nos. 2 and 3. Respondent No. 1 company and its ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
