9911796707
TMI Blog2014 (7) TMI 100X X X X Extracts X X X X X X X X Extracts X X X X ..... For the Appellant : P.P. Zibi Jose. For the Respondent : G. Niveathitha. ORDER:- The present petition is filed under section 111A and 111(4) of the Companies Act. 1956 seeking directions from this Bench to rectify register of shareholders by entering 14,78,832 equity shares of Rs. 10/- each. It is stated that the petitioner company entered into an agreement dated 02.08.2005 with the R1 Company jointly to develop a villa project with Ms/. Good Earth Estates a partnership firm. Further another agreement dated 24.03.2006 was entered into between the respondent company and the petitioner company with the terms and conditions as stated in the agreement. As per the second agreement, the respondent company agreed to issue its sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3. Heard the learned counsel appeared for the respective parties. It is an admitted fuel that the respondent company had entered into a sale-cum-development agreement dated 02.08.2005 with the petitioner company and agreed to execute the terms and conditions as stated therein. Further the respondent entered into another agreement dated 24.03.2006 with the petitioner company to fulfil certain terms and conditions as stated therein. According to Clause 4 of the agreement the petitioner company agreed to give sale proceeds of 5.05 acres of their land at Vadavalhoor, Kottayam @ Rs.62.500/- per cent to the respondent company herein after adjusting Rs. 137.68 lacs towards payment of dues to Mr John Mathew and such amount will on payment, auto ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n is applicable only in respect of the transfer of existing shares. Hence the above provisions will not apply to the facts of the present case. The jurisdiction under the above provisions of the Act conferred upon this Bench could not be expanded to cases where the very allotment of shares is an issue or enforcement of an agreement for allotment of shares which cannot be a subject matter of adjudication under sections 111(4) and 111A of the Companies Act, 1956. In the facts of present case the relief is in the nature of specific performance and the petitioner cannot invoke the jurisdiction of this Bench under sections 111(4) and 111A of the Companies Act, 1956 and this Bench prima facie does not have jurisdiction and cannot exceed its juris ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ore apt in this regard to mention that the word rectification' connotes something what ought to have been done but by an error not done and what ought not to have been done was done requiring correction. In other words, the rectification is the failure on the part of the company to comply with the directions under the Act. The burden shall be on the petitioner to prove that the company failed to comply with the directions mandated under the Companies Act, 1956. I am of the view that the petitioner company under the guise of rectification is seeking to enforce a specific performance and in the circumstances detailed aforesaid invoking the jurisdiction of this Bench under sections 111(4) and 111A of the Companies Act, 1956 is completely ..... X X X X Extracts X X X X X X X X Extracts X X X X
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