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TMI Blog2019 (11) TMI 1131X X X X Extracts X X X X X X X X Extracts X X X X ..... It cannot be gain said that Right to refuse registration of transfer of shares, Sufficient Cause is question of law and the cause shown for refusal is sufficient or otherwise in a given case, can also be a mixed question of law and fact. Besides this, a refusal may be on the basis of Breach of Law or any other Sufficient Cause . One cannot brush aside a vital fact that in Law, a Lis is to be decided on merits and no party should be non-suited harping on technicalities and also by adopting a pedantic approach. - There is no two opinion of the fact that although Day-Today explanation for Condonation of Delay is not necessary, but Sufficiency of Reason must exist. In the instant case, this Tribunal comes to a consequent conclusion that the Tribunal had borne in mind the well settled principal in Law that when the matter is fought on merits , the same is to be disposed of in accordance with law etc - appeal dismissed. - Company Appeal (AT) No. 326 of 2019 - - - Dated:- 25-11-2019 - Mr. S. J. Mukhopadhaya, Chairperson and Mr. Venugopal M. Member (Judicial) For Appellants: Mr. Gaurav Varma, Surekh K. Baxy and Mr. Shantanu Singh, Ad ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a period of 90 days from the date of which the Instrument was transferred was delivered to the Company. 6. In this connection, the Learned Counsel for the Appellants takes a stand that while assuming jurisdiction, the Learned Adjudicating Authority does not possess the power to condone the delay of 186 days, although, admittedly the delay was more than 1700 days. 7. The Learned Counsel for the Appellants points out that the actual delay was 1795 days as the request for registration of Transfer of Shares was for the first time made on 29th November, 2011 and the same was refused. In fact, the cause of action for filing of the Appeal before the Tribunal had lapsed on 28th March, 2012 and that the Respondent / Applicant had not ascribed any sufficient reason to explain the delay. 8. The Learned Counsel for the Appellants point out that on 29.11.2011, the Respondent / Applicant through its Director had applied for registration of 1,00,000 shares of the first Appellant in its name and that the Respondent / Applicant applied to the 1st Appellant for Transfer of Shares of the 1st Appellant / Company in its favour. Further, the shares app ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ad committed an error in applying its mind in respect of issue of limitation by blindly reported the decision of Hon ble High Court of Calcutta reported in 2015 SCC online Cal 10466 M/s Mackintosh Burn Limited Vs. M/s Sarkar Chowdhury Enterprises Private Limited, in allowing the Application. 14. The Learned Counsel for the Appellants points out that the Tribunal ( National Company Law Tribunal ) Chandigarh Branch had failed to consider the decision of Hon ble Supreme Court Mackintosh Burn Limited Vs. M/s Sarkar Chowdhury Enterprises Private Limited 2018 5 SCC Page 575 wherein it was observed that the High Court on erroneous appreciation of facts recorded that there were no other grounds except ground of limitation taken by the Public Company. Also, the Hon ble High Court at page 583 at para 19 interalia observed . The order dated 16.09.2015 passed by the Company Law Board, Kolkata Bench, Kolkata, the order dated 15.10.2015 in Mackintosh Burn Ltd. v. Sarkar Chowdhury Enterprises (P) Ltd. 2015(SCC Online Cal 10466) and the order dated 15.09.2017 in in Mackintosh Burn Ltd. v. Sarkar Chowdhury Enterprises (P) Ltd. 2017 (SCC Online Cal 20415) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it. Furthermore, the 1st Appellant/ Public Limited Company in the letter dated 11.01.2016 had requested for the Correct Share Transfer Form so that they could register the transfer in the name of the Respondent / Company and hence the Appellants are estopped from taking a different plea. 20. It is the submission of the Learned Counsel for the Respondent that the malafide act of refusal by the Appellant(s) to registering the Transfer of Shares is apparent from the fact that the 1st Appellant / Company through its letter dated 25.07.2015 had offered to buy-back the 1,00,000 shares from the Respondent and when this was refused on 19.08.2016 for the first time the Appellant had raised the issue on registration of Transfer of Shares in the Articles of Association . 21. The Learned Counsel for the Respondent comes out with an argument that the Issue of Limitation is not to be pressed into service, to defeat the substantive right of Transferee which accrues to it by means of an Operation of Law . 22. The Learned Counsel for the Respondent relies on the decision (Property Company Limited vs. Rohinten Daddy Mazda, reported in (2017) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ay , the concerned Tribunal / Appropriate Authority is only required to consider whether the Plea of Sufficiency of Cause is a reasonable one or otherwise, of course after taking into consideration of the facts and circumstances of a given case. Undoubtedly, consideration of an existence of a Sufficient Cause is within the ambit of the concerned Authority, which has to be exercised based on sound judicial principles. 29. It cannot be gain said that Right to refuse registration of transfer of shares, Sufficient Cause is question of law and the cause shown for refusal is sufficient or otherwise in a given case, can also be a mixed question of law and fact. Besides this, a refusal may be on the basis of Breach of Law or any other Sufficient Cause . 30. It is to be remembered under the Companies Act, 1956, in case of refusal to transfer the shares by a Public Company, no time limit was specified in filing an Appeal against Refusal and whereas under the Companies Act, 2013 it is mentioned that in case, the Transferee receives an intimation of refusal, an Appeal has to be filed within 60 days of such refusal and in case any intim ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion was first filed in March, 2017. Also that the Tribunal had exercised its discretion by allowing the CA No. 67/2017 subject to the deposit of ₹ 25,000/- etc. and the same may not be interfered by this Tribunal, at this stage in the interest of justice. 37. In the instant case on going through Impugned Order dated 23.09.2019 passed by the Tribunal, this Tribunal comes to a consequent conclusion that the Tribunal had borne in mind the well settled principal in Law that when the matter is fought on merits , the same is to be disposed of in accordance with law etc. Viewed in this perspective, the Tribunal had allowed the delay of condonation application in CA No. 67/2017 by passing the impugned order dated 23rd September, 2019 by exercising its discretionary power based on the facts and circumstances of the present case and the same, in the considered opinion of this Tribunal requires no interference, because of the reason the said order does not suffer from any material irregularity or patent illegality in the eye of Law. 38. In view of the upshot, the Company Appeal (AT) No. 326 of 2019 fails and the same is dismissed without costs. It is made ..... X X X X Extracts X X X X X X X X Extracts X X X X
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