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TMI Blog2017 (7) TMI 1019X X X X Extracts X X X X X X X X Extracts X X X X ..... engaged in resolving the dispute before approaching the CLB and the CLB had taken the ground of their being engaged in resolving the disputes as “sufficient cause” for condonation of ten months' delay. But in this case, Respondents/petitioners have never given any explanation with regard to the delay caused in filing the company petition. Therefore, this ruling is not applicable to the facts and circumstances of the present case, as the facts in this matter are distinguishable from that of the facts stated in the ruling referred above. From 2007 to 2011 there is a lapse of four years which is abnormal delay in filing the petition. Therefore, the present petition is barred by delay and laches. - CA NO. 69 of 2011, TCP NO. 66 of 2016 And C.P. NO. 15 of 2011 - - - Dated:- 19-4-2017 - MR. ANANTHA PADMANABHA SWAMY AND CH MOHD SHARIEF TARIQ, JJ. For The Applicant : R. Vidhya Shankar and R. Ashok Kumar For The Respondent : Anand Merathia JUDGMENT CH. Mohd. Sharief Tariq, MEMBER (JUDICIAL) :- (ORAL) 1. Under adjudication is a Company Application No.69 of 2011 filed in C.P.No.15 of 2011. The Company Petition was filed before CLB that stood transferred to NCLT a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the purpose of convenience, it is necessary to state the brief facts contained in the main petition. Mr. John Mathews, Susan Mathews, Anitha Mathews and Kevin Mathews who are living in the USA through their Power of Attorney Mr. Mani P. Sam of Chennai have filed the petition against M/s. Stanpro Pharmaceutical Limited (for short Respondent Company). It has been stated that the brother of 1st petitioner Mr. J. Verughese along with other promoters incorporated the company. Petitioner-1 (John Mathews) is the largest shareholder in the said company, he has regularly invested and executed loans in favour of the company, the details of which are as follows :- Description of investments US Dollars Indian Rupees May 1990-August 1996 in shares $ 166,550 ₹ 75,00,000 October 1996-October 1997 loan at 10% $ 100,000 ₹ 45,00,000 December 2001-December 2002- Additional loan to revive 1st Respondent company $ 60,000 ₹ 27,00,000 Interest on the above lo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... left for India with the share transfer forms, INAMCO went into bankruptcy and Mr. Varghese George could not be found and a claim was made by the petitioners against INAMCO. 6. The petitioners further submitted that he sent an e-mail dated 5.6.2007 to Respondent company asking the Secretary not to authorise Mr. Varghese George to make any attempt to transfer the shares. He effected a public notice dt.30.10.2007 that Mr. Varghese George committed fraud and was not the rightful owner of the shares of Respondent company. The petitioners came to know that Mr. Varghese George sold the shares of the petitioners to a third party for which the petitioners were never compensated. The petitioners also submitted that as per Regulation 10B of the Foreign Exchange Management (Transfer or Issue of Securities by a Person Resident Outside India) Regulations, 2000, transfer by way of sale not covered by Regulation 9 by a person resident outside India of the shares/convertible debentures held by him to a person resident in India, shall require prior permission of the Reserve Bank of India. Where the shares of an Indian Company are not listed on stock exchange while considering the grant of permis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ase may be, after such enquiry as it thinks fit, direct any depository or company to rectify its register or records. Therefore, from the date of transfer of any share or debenture which is in contravention of the law, the application has to be filed within two months. But in this case, it is admitted by the Respondents/petitioners that they have signed the forms for transfer of shares along with the Power of Attorney in the years 2004/2006. The petitioners informed the Respondent company that Mr. Varghese George is no longer representing their interest and his attempt to transfer shares should not be authorised by the Secretary. The said communication has been made through e-mail dated 5.6.2007 and the 1st petitioner also gave a public notice dated 30.10.2007 regarding the fraud committed by Varghese George stating that he is not the rightful owner of the shares of Stanpro Pharmaceutical Limited, Coimbatore. This shows that the Respondents/petitioners were having full knowledge of the transfer of their shares during 2007. In this connection, they obtained certified copies of Annual Returns and various other materials in 2007. But filed the company petition only in 2011 much after ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a v. R. Gupta [2009] 147 Comp Cas 690 (CLB), wherein it has been held that even though the provisions of Limitations Act, are not applicable to the proceedings before the CLB there is an abnormal delay in bringing the matter before the CLB. The petition was dismissed on the ground of delay and latches. Therefore, this ruling is squarely applicable to the facts and circumstances of the present case. 9. It is worthwhile to mention that the petitioners have transferred their shares in favour of Mr. Varghese George by signing the share transfer Forms along with the Power of attorney during 2004/2006, so the only grievance of the petitioners could be non-payment of the consideration. This grievance reflects from Para IV(2) of the petition that states, No consideration has been paid to Mr. John Mathews 3 Others for the so called transfers . Therefore, the petitioners could have ventilated their grievance before the court (civil) of the competent jurisdiction by filing a suit against Mr. Varghese George for recovery of the sale consideration of their shares sold. This view is fortified by the ruling given in Heeral Constructions (P.) Ltd. v. Blue Pearl Developments (P.) Ltd. [2009 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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