9911796707
TMI Blog1993 (2) TMI 337X X X X Extracts X X X X X X X X Extracts X X X X ..... According to the petitioner, the petitioner's father, Mr. Hemant Bhutta, is the natural guardian and he has not transferred or authorised the transfer of any of the shares held by the petitioner. It is further stated that in the register of members the name of the petitioner has been removed and the name of respondent No. 4, Mrs. Sunita B. Shah, director of the company and wife of the third respondent, Mr. Bipin Shah, the managing director of the first respondent-company, has been incorporated. It is further pointed out that the fourth respondent is an aunt of the petitioner and the third respondent is an uncle of the petitioner. According to the petitioner, the omission of the petitioner's name from the register of members of the respondent-company came to his knowledge for the first time in July, 1991, and immediately the petitioner took inspection of the records of the respondent-company. It is further submitted that the transfer of shares has taken place without the approval of the board of directors. It is submitted that the shares have not been sold or transferred to any person and no instrument of transfer has been executed by the petitioner's lawful natural guar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Ltd. All the transfer forms in connection with these transactions were signed by Smt. Vibha H. Bhutta as natural guardian and the petitioner has failed to disclose this in the petition. Regarding the second entry in the register of members, it is submitted that the company has made allotment of 10,000 equity shares on July 7, 1988, and the said application was submitted by Smt. Vibha H. Bhutta as guardian of the minor petitioner. As regards the third entry relating to acquisition of 12,500 equity shares in two lists of 2,500 and 10,000 shares, it is submitted that both the forms were signed by Smt. Vibha H. Bhutta in her capacity as the guardian of the petitioner. The company has further submitted that as an officer of the company, the petitioner was present in the board meeting held on November 10, 1990, when all the transfers effected during the year including the impugned shares were approved but it was not objected to by him. 3. Respondent No. 4 in her reply has stated that her brother, Hemant Bhutta, and her sister-in-law, Smt. Vibha H. Bhutta, have chosen to give a distorted version of the share transfer in her favour and made false and baseless allegations against her pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ms and handed them over to respondent No. 4 and respondent No. 4 got transferred 22,500 equity shares standing in the name of minor Jonas is totally false. 4. Smt. Vibha H. Bhutta has also filed an affidavit dated July 12, 1992, wherein it is submitted that according to Hindu law, Hemant Bhutta, father of Jonas, is the only natural guardian who has the necessary power to deal with his property. In this connection, she has invited attention to Sections 6 and 11 of the Hindu Minority and Guardianship Act, 1956. She has further submitted that she has no right or authority to deal with or transfer the said 22,500 shares or any shares belonging to or which stood in the name of Jonas in the register of members or any other property of Jonas and that the alleged transfer of 22,500 shares belonging to Jonas is illegal, null and void and is not binding on Jonas or Hemant Bhutta or on anyone else. She has further pointed out that the first respondent-company should not have accepted/approved the transfer form signed by her. She has submitted that since she was related to respondent No. 4 and they were holding jointly some shares of companies other than respondent No. 1, on the request of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... place between two individuals without the intervention of a broker and is not on the floor of the stock exchange. He also pointed out that dividend on 32,000 shares was paid on January 1, 1988, and the dividend warrant was issued by the company in favour of Master Jonas Bhutta. The learned advocate pointed out that considering all the circumstances, it was wrong on the part of the respondent-company to accept the transfer form signed by Mrs. Vibha H. Bhutta. 8. Mr. S. N, Soparkar, advocate for respondent No. 4, argued that the Company Law Board has no jurisdiction to decide the matter in summary proceedings, as in the present appeal complicated issues are involved. It is further submitted that in all earlier transactions, the mother has acted as a guardian for her minor son and at no point of time has this issue been agitated and the petitioner was fully aware of this fact when the shares were allotted and transferred to and from the minor's account. As regards listing guidelines referred to by the petitioner, he submitted that they are not applicable to this transaction as the same is applicable only to the transaction transacted on the floor of the tock exchange. It is fu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he father can act as the guardian for a minor, but no such relief is sought in respect of the earlier transfer of 32,000 shares held by Jonas and later on transferred under the signature of Smt. Vibha H. Bhutta. While the petitioner has stated that Jonas has applied for and was allotted 22,500 shares, the fact is that Mrs. Bhutta applied for allotment of 10,000 shares only on behalf of Jonas and the balance 12,500 shares were acquired by way of transfer in his favour on the basis of properly executed transfer deeds which were again signed by Mrs. Vibha H. Bhutta. Thus, all along, Mrs. Vibha H. Bhutta was acting and dealing with the company as natural guardian of Jonas Bhutta. The petitioner, Hemant Bhutta, was acting as executive director of the company and was aware of the fact that Master Jonas Bhutta's shares are being dealt with by Mrs. Vibha H. Bhutta acting as natural guardian and he did not object. It is also clear that the petitioner is selective in challenging the transfers effected under the signature of Mrs. Bhutta. In regard to the allegation that blank transfer form duly signed by Mrs. Vibha H. Bhutta was misused by respondent No. 4, it is well-settled law that whe ..... 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