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TMI Blog2018 (12) TMI 511X X X X Extracts X X X X X X X X Extracts X X X X ..... th respondents are the members of the joint family of the appellant's ex-husband, who is 2nd respondent. The appellant got married to 2nd respondent on 25.11.1988 and were living together. The appellant was holding 200 shares, constituting 20% of the paid up capital, in the 1st respondent. During the period 1988 to 1.5.1998, the said 200 shares of 1st respondent were admittedly allotted/transferred in the name of the appellant. Subsequently some dispute arose between the appellant and 2nd respondent and they filed a joint petition for divorce before the Hon'ble District Judge at Indore. At last a settlement arrived between the appellant and the 2nd respondent, they drew up a MOU on 29.6.2000 but the said MOU was neither acted upon nor produced before the Hon'ble Court. Subsequently on the basis of a consent application, the Hon'ble Court passed an order and decreed divorce on 12.1.2001. 3. That the appellant thereafter was under the bona fide impression that she continued to own the shareholding in her favour despite the separation between the parties. The appellant sent a letter dated 24.8.2015 to 1st respondent requesting for providing her certificate of 200 shares belonging to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d a substantial part of land owned by 1st respondent to defeat the claim of appellant over the said property being the holder of 20% shares. The appellant states that there are series of acts and oppression of mismanagement which were/are prejudicial to the interest of the appellant as minority shareholder. 6. After hearing both the parties the Learned NCLT passed the following order:- "51.As already said, this petition is not within time and petitioner is not entitled for any relief of rectification of Register of members on the grounds of delay and latches. 52. When the relief of rectification of Register of members is barred by limitation and hit by delay and latches, there is no question of examining whether the transfer of shares took place according to the () ./ provisions of Companies Act and Articles of Association of the Company. Further when the relief for rectification of Register of Members is barred by limitation, petitioner is not entitled to seek reliefs for oppression and mismanagement. 53. In view of the above discussion, petition is dismissed. There is no order as to costs." 7. Being aggrieved by the impugned order dated 14.11.2017, the appellant has pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e arose in favour of the appellant only after 10.2.2016 i.e. the date on which the appellant learnt of the fact that her entire shareholding in 1st respondent had been illegally and/or without authority transferred. 14. Learned counsel for the appellant submitted that the Tribunal failed to appreciate that the MOU was signed by the parties in the year 2000 and the shares were transferred in the year 2013 and the said transfer has been made in the name of 3rd respondent who was not even party to the MOU. Therefore, the said transfer is in violation of Section 108 of the Companies Act, 1956 and/or Section 56 of the Companies Act, 2013. () ./ 15. Learned counsel for the appellant submitted that the Tribunal has not excluded the number of days during which time the complaint was pending with the ROC while computing the actual delay. Learned counsel for the appellant further submitted that the complaint remained pending with the ROC MP from 12.1.2016 to 27.10.2016 and that Section 14 of the Limitation Act and/or principle analogous thereto are not applicable to the time spent before the ROC and further that the period of limitation ought to have been calculated from the date of knowle ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ply on behalf to 1st to 6th respondent has been filed. Learned counsel appearing on behalf of all the respondents submitted that the 1st respondent company was promoted by Agal family and the shares were held by the family members. Learned counsel for the respondents further submitted that as the appellant married 2nd respondent, therefore, she was allotted 200 shares of 1st respondent. Learned counsel further submitted that as certain disputes arose between the appellant and the 2nd respondent, a MOU was executed which noted various properties movable as well as immovable held by the respective parties, which were to be exchanged by them. Consequently, the marriage of the appellant and 2nd respondent was dissolved by mutual consent on 12.1.2001 and the decree () ./ was drawn. Learned counsel for the respondents further submitted that at no point of time during her marriage to the 2nd respondent or thereafter the appellant demanded the share certificate and at no stage acted as shareholder of the 1st respondent, did not attempt to attend any meetings of shareholders of 1st respondent and did not make any grievance about non-issuance of any notice or other correspondences for more t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns of oppression and or mismanagement are unsubstantiated and not supported by any material and do not constitute an act of oppression or mismanagement. Learned counsel for the respondent submitted that the decision taken by 1st respondent are in due course of their business and are fair, just and proper managerial decisions. Learned counsel for the respondent further submitted that the allegations of oppression and mismanagement are conveniently made to support the petition that is an attempt on the part of the appellant to raise rake up stale issues to extort money from the respondents. At last the learned counsel for the respondents submitted that the appeal may be dismissed. 27. We have heard the parties and perused the entire record. 28. The first issue raised by the Learned counsel for the appellant is that the Tribunal wrongly dismissed the company petition as being barred by limitation and not filed within time. Learned counsel for the appellant argued that the () ./ Tribunal rejected the plea to condone delay holding delay and laches from the date of the MOU i.e. 29.6.2000. Learned counsel for the appellant further argued that the Tribunal erred in holding that the perio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n delay and latches and the Tribunal held that there is a delay in filing the petition. We have observed that the appellant had written to 1st respondent about her shares but the 1st respondent did not respond. 1st respondent is duty bound to inform the appellant who admittedly had been reflected as shareholder in company records that she is now shareholder or not and/or her shares have already been transferred. By not informing the appellant, it is apparent that there is something on the part of the 1st respondent to hide. We have also observed that the Tribunal has dismissed the petition on the delay of latches and held that the petition has been filed belatedly. If we accept the version of the Respondent that the shares were handed over alongwith duly signed transfer deed by the appellant in 2001 then why the shares were not transferred in favour of person in whose favour the transfer has been made in the year 2001 or immediately and it has been kept pending to be done in 2013. Such conduct of delay on the part of the Respondents shows that appellant is right that MOU drawn up but not made part of Decree was not to be acted upon. The Tribunal should have observed this also while ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... no attempt has been made to get the transfer deed signed from the appellant. It also shows that due diligence has not been done. 32. We further observe from the reply filed by the Respondent at Page No.27, MOU dated 29.6.2000, (Annexure R-1) that the said MOU is quite a rough paper, unsigned and we also observe on the next page No.28 (Annexure1) Part B, under the heading "Immovable Assets in the name of Sangeeta Agal and Vendansh Agal" that on the top of document it is written "Subject to Verification". On the said page itself the something is written handwriting which we understand and observe that these documents are work in progress and cannot be relied upon. We further observe on the next page No.29 of the reply and find that in some places it is written "lost" and at some places it is written "dismantal" and at the place (4), there are no signatures of anyone and is left blank. In our view such document cannot be treated as MOU. Similarly, on page 30 of the reply there is something written in handwriting and the same has been deleted and also at place (4), there are no signatures of anyone and is left blank. In our view this document has no finality and validity. 33. Learned ..... X X X X Extracts X X X X X X X X Extracts X X X X
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