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TMI Blog2010 (9) TMI 924X X X X Extracts X X X X X X X X Extracts X X X X ..... olution dated August 30, 2006. 3. The brief facts of the case : The petitioner, the second respondent, three others floated respondent No. 1 company on February 10, 2006, for doing real estate business with an authorised share capital of Rs. 5 lakhs divided into 5,000 shares each worth Rs. 100. They raised one lakh rupees paid-up capital with an allotment of 200 shares to each of these five shareholders-cum-directors. Remaining 4,000 shares were left unsubscribed until August 30, 2006. Out of these five shareholders-cum-directors, Mohammed Imtiaz, Sakil Mohammed and Mohammed junior resigned as directors by transferring their 200 shares each to the petitioner/his nominees. The minutes of the meeting held on August 30, 2006, showing transfer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny as to what was going in the company. In the month of June, 2009, the petitioner, to his surprise learnt that 4,000 shares were shown as allotted to respondents Nos. 2 to 8 on February 23, 2009. Then the petitioner immediately made a complaint (annexure D) to the Ministry of Corporate Affairs. As a reply to the same, the Registrar of Companies, Bihar and Jharkahand, wrote a letter dated June 23, 2009 (annexure E) to the petitioner stating that the Department has been taking action on the complaint given by the petitioner. The same Registrar of Companies again informed the petitioner through another letter dated July 9, 2009 (annexure F) informing that he has no power to cancel Form No. 2 dated May 30, 2009, filed through e-filing. The pet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ure R2. The particulars of payment made by respondents Nos. 2 to 8 are marked as annexure R3. Photocopies of ledger entries towards payment of share money are marked as annexure R4 ; copy of Form No. 2 is marked as annexure R5. These respondents denied the averment of the petitioner investing seventeen lakhs of rupees in the company, like wise they denied the alleged allotment of 4,000 un-subscribed shares of respondent No. 1 company in favour of the petitioner stating the resolution marked as annexure B as sham and fabricated document. They also denied the petitioner leaving the affairs of respondent No. 1 company in the hands of respondent No. 2 by reposing confidence in him. Indeed, the petitioner did not co-operate at any point of time ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ontentions, the petitioner's counsel placed the citations Dr. Jitendra Nath Saha v. Shyamal Mondal [1995] 82 Comp Cas 688 (CLB) [SB] ; Martin Castelino v. Alpha Omega Shipmanagement (P.) Ltd. [2001] 104 Comp Cas 687 (CLB) ; Piercy v. S. Mills & Co. Ltd. [1920] 1 Ch. D 77 and Ramashankar Prosad v. Sindri Iron Foundry (P.) Ltd., AIR 1966 Cal 512, to state that the Company Law Board can go into the facts to declare transactions as invalid if principles of equity and fairness are not found observed in allotment ; to state that the meeting held without putting it to the notice of the majority shareholders as invalid and that allotment of shares to the directors themselves to retain control over the company is breach of fiduciary duty. 7. In a r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... allotment of 4,000 shares to the petitioner as resolution signed by the petitioner and respondent No. 2 on August 30, 2006, which was denied by the respondents contending it as forged one. Except this document, this petitioner has not filed any other document showing that fact as admitted either by respondent No. 2 or by other respondents at any point of time. Besides this, the petitioner himself stated that the document disclosing resolution passed disclosing 4,000 shares as transferred to him remained in his possession as because the minutes book maintained up to September, 2006 remained with him only. Since the disputed document is shown as in the possession of the petitioner, the duty is cast upon the petitioner to prove the same as sig ..... X X X X Extracts X X X X X X X X Extracts X X X X
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