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TMI Blog2017 (12) TMI 1317X X X X Extracts X X X X X X X X Extracts X X X X ..... (although they are still having in their possession their original shares) as the Respondents started claiming that as far as back in 2007, they had transferred their shares in favour of the Respondents. 3. The Appellants no. 1 to 6 (hereinafter referred as Petitioners/Appellants) filed Company Petition initially before the Company Law Board, Kolkata Bench, Kolkata and arrayed Respondents No. 1 to 6 and Appellant No. 7 as the Respondents therein. The Petitioners filed the original petition invoking Sections 111, 235, 397, 398, 402, 403, 406 and 407 of the Companies Act, 1956 (hereinafter referred to as 'Old Act'). Sections 58, 59 & 201 of the Companies Act, 2013 (hereinafter referred to as 'New Act') were also invoked. The Appellants claimed that the Respondents should be directed to rectify the Register of the Members of the Company by incorporating the name of the Petitioners as shareholders. They claimed oppression and mismanagement by the Respondents. Tracing the history, the Petitioners claimed that the Petitioners and Respondent no. 2,3 & 7 & Shri Utpal Mazumdar, Shri Kingshuk Mazumdar and Ms. Shikha Roy decided to carry out agricultural business in partnership. This led to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fairs of the Company. The Petitioners inter alia prayed for declaration that the Board Meetings after 13.03.2013 be declared illegal and null and void and to declare that they were still shareholders having 30,750 shares and to declare that the Respondent nos. 3 to 6 were not shareholders. Further reliefs were also claimed. 5. Against this, the Respondents claimed that the Petitioners had no locus standi as they were not shareholders anymore and the petition was barred by limitation/delay and latches. The Respondents claimed that the Petitioners had resigned on 28.03.2007 and other allegations were also denied. The Respondents produced resignation letters, receipt of payment against the transfer of shares containing original signatures of the Petitioners. 6. The matter came up before learned National Company Law Tribunal, Kolkata (hereinafter referred to as 'NCLT') and considering the rival claims, learned NCLT held that when the Petitioners are seeking direction to declare all meetings after 2005 illegal, null & void, then why they kept silent so long. It referred and concluded that as prayer 9(d) was made in the petition to declare all general meetings held after 09.09.2005 as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dia Ltd in 2014 and when they searched the MCA portal, the real facts were revealed. Form-32 had been filed regarding transfer of their shares and purported resignation from respondent No. 1- Company. Learned counsel for the Appellants pointed out from the records as to the manner in which the Respondents had prepared various forms which were incomplete but were being relied on in order to deprive the appellants of their rights as shareholders of the company. According to the learned counsel for the Appellants, the Respondents fabricated the resignation letters as well as annual returns and balance sheets. According to her, the period of limitation would run only from the date the fraud and illegalities came to the knowledge of Appellants keeping in view Section 17 of the Limitation Act and thus, according to her, the NCLT erred in passing the judgment as it had done. It is claimed that this is case of oppression and mismanagement of the affairs of the Company and even Sections 206 and 207 of the New Act are required to be invoked to enquire into the affairs of the company. 8. Against this, the learned Counsel for the Respondents submitted that the original Company Petition no. 57 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed and executed by or on behalf of the transferor and by or on behalf of the transferee and specifying the name, address and occupation, if any, of the transferee, has been delivered to the company along with the certificate relating to the shares or debentures or if no such certificate is in existence, along with the letter of allotment of the shares or debentures: Provided that where, on an application in writing made to the company by the transferee and bearing the stamp required for an instrument of transfer, it is proved to the satisfaction of the Board of directors that the instrument of transfer signed by or on behalf of the transferor and by or on behalf of the transferee has been lost, the company may register the transfer on such terms as to indemnity as the Board may think fit: Provided further that nothing to this section shall prejudice any power of the company to register as shareholder or debenture-holder any person to whom the right to any shares in, or debentures of, the company has been transmitted by operation of law. [1A] Every instrument of transfer of shares shall be in such form as may be prescribed, and - (a) Every such form shall, before it is signe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f argument, it was further noticed that the receipt of cheques purported to have been executed also did not refer to number of shares transferred or share certificate number or Registered Folio Nos. 11. It is interesting to see that Respondents claimed that the Appellants were paid consideration for transfer of shares by cheque dated 08.11.2007 for which the receipts were issued, as can be seen at pages 501 to 512 of the paper book. The resignation letter however, is dated 28.03.2007 which was much before this dated of 08.11.2007. The letter of resignation dated 28.03.2007 can be seen at page 500 of the paper book. It purported to show that the Appellants had resigned from Board of Directors/Executive Body as well as they had w.e.f. that date transferred all holding of equity share individually on receipt of appropriate consideration. If such transfer had been made, consideration paid and resignation tendered in 2007, it is surprising to find that the company in its annual returns and balance sheets for financial years 2010, 2011 and 2012 continued to show the Appellants as directors. For example, a copy of the annual return as at page 382 of the paper book can be seen. Learned co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n of the Appellants and mismanagement of the affairs of the Company Respondent No. 1. She has tried to shut out the Appellants to bring in her family members Respondents No. 3 to 6. There is no substance in the arguments for the Learned Counsel for the Respondents expressing doubts on the original share Certificates held by the Appellants by claiming that they bore signatures of one or the other of the Appellants. The Respondents, and more particularly Respondent No. 2, has not come forward to show her shares in order to demonstrate as to signatures of whom it was bearing. Similarly, the arguments that NCLT cannot investigate into the title of shares also has no substance because the present matter is being considered not to decide the title of the shares but the question for consideration has been whether the Respondent No. 2 with the support of the other Respondents is unlawfully keeping the Appellants away from the Company claiming that they have transferred their shares leaving them high and dry although they are showing the original shares in hand for their claims. Such acts of oppression cannot be permitted. 14. We find substance in the submissions of the learned counsel for ..... X X X X Extracts X X X X X X X X Extracts X X X X
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