9911796707
TMI Blog2010 (11) TMI 850X X X X Extracts X X X X X X X X Extracts X X X X ..... aysia. His grandfather V. K. Kalyanasundaram (now deceased) acquired respondent No. 1 company which was then known as V. K. Kalyanasundaram and Sons Hotel P. Ltd. (now named as Kences Construction P. Ltd). The company invested land and building in Tirupati in order to put up a hotel. However, the company could not accomplish the object. The authorised share capital of the company is Rs. 50,00,000 divided into 5,00,000 equity shares of Rs. 10 each. The petitioner purchased 20,000 shares in the company in the year 1993. The petitioner's father V. K. K. Krishnamurthy was assisting V. K. Kalyanasundaram in all his ventures. V. K. Kalyanasundaram died on February 10, 1994. His wife Amminiammal is alive. The petitioner was pre-occupied with his s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itioner had been illegally sold to respondents Nos. 2 and 3 who are the daughters-in-law of V. K. Kalyanasundaram. The auditor's report indicates that the alleged transfer of shares by the petitioner to the second and third respondent did not actually take place. On further enquiry it is revealed that respondents Nos. 2 and 3 had subsequently sold the 20,000 shares to the sixth respondent. The petitioner neither executed any transfer deed nor received any consideration. The alleged transfer of shares is illegal, forged and fraudulent and not binding on the petitioner. Hence the petition. Later, the company petition has been amended by correcting the name of respondent No. 1 company as Kences Construction P. Ltd. 3. Respondents Nos. 2 and 3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... On the same date, he executed a memorandum of understanding and borrowed another sum of Rs. 29,00,000. He also executed a power of attorney in favour of respondent No. 3 in respect of the above property. When the third respondent asked the petitioner to return the mortgaged amount, he executed a consent document on May 6, 2005, to dispose of the property for a sum of Rs. 60,00,000. In order to stall the sale of the property he cleverly inducted a tenant in the property and did not take any steps to evict him. Thus, the third respondent was prevented from recovering the loan amount from the petitioner. When the third respondent enquired about the above matters, he filed the present petition with ulterior motive to deceive respondents Nos. 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e vitiated by fraud, forgery and illegality and hence liable to be set aside. 6. As rightly pointed by the contesting respondents Nos. 2 and 3, there is no averment in the petition as to who has transferred his shares. Admittedly he has signed the proxy forms and his father was looking after the affairs as manager of respondent No. 1 company. The particulars of fraud and forgery are not pleaded in the petition. Copies of the share transfer forms are also not made available. Admittedly the petitioner never attended the annual general meeting or board meetings since his father was managing the affairs of respondent No. 1 company. Curiously, the father is not impleaded in this petition to corroborate his case against respondents Nos. 2 and 3. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eceived consideration, not authorised his father to sell the shares, etc., remain as mere plea without any substantiating evidence. Evidently and admittedly the petitioner had been visiting India on ever so many occasions during the past 25 years, and it is unbelievable that he did not come across the transfer of his shares in favour of respondents Nos. 2 and 3 with whom he was admittedly having other financial transactions. He has taken a loan of Rs. 30,00,000 from respondent No. 3 after offering his property at Madurai as collateral security. He also executed a power of attorney in favour of respondent No. 3 authorising her to dispose of that property in case of failure to repay the amount with interest in time. Considering the facts and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r lost his remedy for rectification of the register of members of the company. Thus, the company petition is barred by limitation and laches. As pointed rightly by respondents Nos. 2 and 3, the petitioner ought to have approached the civil court and prove the alleged forgery and fraud by adducing cogent evidence. As already pointed out, the petitioner was in the know of things moving in and around since his father was managing the affairs of respondent No. 1 company and he is guilty of laches. The amalgamation of the company was allowed by the hon'ble High Court of Madras in the year 2002. As has been made clear in the order of the High Court the petitioner can also approach the hon'ble High Court of Madras for appropriate relief. For the r ..... X X X X Extracts X X X X X X X X Extracts X X X X
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