9911796707
TMI Blog2019 (5) TMI 605X X X X Extracts X X X X X X X X Extracts X X X X ..... he 1st respondent company. Appellant stated that 1st respondent made an Initial Public Offer (IPO) of shares in 1996. The issue price was Rs. 10/- per share, Rs. 5/- per share was to be paid on application and Rs. 5/- on allotment. It is stated that the concept of applying to shares in IPO by availing loans had become popular at that time and in the IPO of 1st respondent many individuals had taken loan from M/s Phil-Alpha Investments (Pvt) Ltd (PAIPL) for applying to the shares of 1st respondent. The basis of allotment of shares was finalised as per guidelines issued by SEBI. As per the basis of allotment, the individual who had applied for less than 1000 shares were allotted the entire shares applied and the individuals who had applied for more than 1000 shares were allotted shares equal to 0.8756 times the number of shares applied, the same being rounded to the nearest 100 shares. 3. Appellant stated that 1050 applicants had availed loans from PAIPL for applying of shares. Appellant claimed that he himself and protecting the interest of 146 applicants had filed the petition and are now filing the present appeal against the impugned order dated 23.2.2018. These 146 applicants ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lly paid shares fo 1st respondent allotted to 146 applicants in the IPO has been removed from the Folio records by wholly modifying the register of members and needless to say without sufficient cause to reflect as though they were somehow allotted to 2nd respondent in Folio PDL00187. Appellant stated that it is unambiguous that the Register has been modified so that the fully paid shares allotted to 146 individuals have been shown as though instead allotted to 2nd respondent in fraud and the same has been evidently got done by 2nd respondent as he was a Key managerial person of the said 1st respondent and in a position to make such fraudulent alteration in the records behind the back of the appellant and its predecessors in interest. Appellant stated that he issued notice dated 25.7.2016 (Page 80) to 1st and 3rd respondent. 1st and 3rd respondent merely replied vide replies dated 23.8.2016 without adverting to merits claiming as though the issue is time barred. Appellant prayed that the 1st respondent be restrained by injunction from causing any change to be made to the Register of Members in so far as it pertains to the 87600 shares; 1st respondent be restrained by injunction fro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... individuals. That appellant stated that the appellant is entitled to seek the relief as Section 59 of the Companies Act 2013 permits any member, not necessarily being the individual whose shareholding requires rectification, to seek such rectification. The appellant further stated that the appellant is also entitled to seek such rectification on the ground that it is aggrieved by the removal of names of the 146 persons from the Register of Members as holder of 87600 fully paid shares without cause, in view of the said 87600 shares being the security for loans recoverable by it to the 146 persons. The appellant stated that Section 59 of Companies Act, 2013 not only permits any member of the company to seek rectification and further also permits any party aggrieved by the incorrectness of the Register of Members seek rectification. 11. The appellant stated that these 146 persons were allotted 600 shares each fully paid apart from partly paid up shares and the allotment duly reflected the records and at some stage thereafter the 87600 fully paid up shares allotted to these 146 individuals were deleted from the Register of Members and shown as though held by 2nd respondent, promoter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... petition was filed after the period of limitation had expired and the appellant is now seeking to rectify the Register of Members of the 1st respondent with respect to allotment of shares that took place on 19.6.1996. The respondent stated that there has been an inordinate delay for a period of 21 years. 19. The respondent stated that the appellant has now changed his stand by stating that he has filed the company petition as a shareholder. Respondent further stated that the appellant is taking new ground only for the reason that the NCLT had dismissed company petition on the ground that there was no declarations/authorization filed alongwith the company petition, as mandated under Section 89 of the Companies Act, 2013. 20. The respondent stated that the procedure of allotment of shares as stated by appellant is false and erroneous. It is stated that the appellant has also failed to produce any records which would establish the proportion in which the shares were allotted. 21. The respondent stated that the appellant had stated that PAIPL had received a Power of Attorney from the 146 shareholders to take all necessary action in relation to the shares applied by them in 1st r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... orney on behalf of such shareholders and having claimed the shares as "Security" for financing the applicants, have been so casual to wait for number of years to find that there are no shares of the company at all in the name of such shareholders. In this regard we reproduce Section 113 of Companies Act, 1956 which provides as under: "113.Limitation of time for issue of certificates-(1) Every company, unless prohibited by any provision of law or of any order of any Court, tribunal or other authority, shall within three months after the allotment of any of its shares, debentures or debenture stock, and within two months after the application for the registration of the transfer of any such shares, debentures or debenture stock, deliver, in accordance with the procedure laid down in Section 53, the certificates of all shares, debentures and certificates of debenture stocks allotted or transferred: Provided that the Central Government may, on an application being made to it in the behalf by the company, extend any of the periods within which the certificates of all debentures and debenture stocks allotted or transferred shall be delivered under this sub-section, to a further period ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the 1st respondent issued shares in 1996 through Public Issue. It is also not disputed that when the public issue is oversubscribed then basis/procedure of allotment of shares is finalised in consultation with the concerned Stock Exchange and the basis of allotment so finalised is published in the leading newspapers. We noted that the respondent has only argued that the procedure of allotment argued by the appellant is false and erroneous but the 1st respondent has not produced/placed before this Appellate Tribunal any document to establish that this was the basis of allotment. 31. Learned counsel for the appellant argued that he is the Power of Attorney holder of 146 persons holding 87600 fully paid shares and whose names have been removed from the Register of Members. Learned counsel for appellant argued that these 146 persons had availed loan from PAIPL and the said PAIPL transferred the legal right of these 146 persons to VIL by a deed of assignment dated 21.9.2003. VIL thereafter transferred the ownership of loan to the appellant by a deed of assignment dated 14.3.2017. Therefore, it is claimed that the appellant is legally entitled to seek rectification on their behalf. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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