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TMI Blog2020 (9) TMI 846X X X X Extracts X X X X X X X X Extracts X X X X ..... t to return to the appellant the share certificate pertaining to the said 1,66,550 equity shares. 2. The petitioner submits that he is a shareholder and member of the respondent holding 1,66,650 equity shares of Rs. 1 each in the capital of the respondent. The appellant, as a subscriber at the time of incorporation of the respondent, subscribed to and was allotted 16,655 equity shares of Rs. 10 each which were subsequently split into 1,66,550 equity shares of Rs. 1 each. The appellant also acquired an additional 100 equity shares of Rs. 1. The appellant thereby holds 1,66,650 equity shares of Rs. 1 each. The appellant is aged 60 years and is a citizen of India. Facts regarding allotment of 1,66,550 equity shares 3. The respondent was incorporated on March 24, 2006 as Wire and Wireless India Ltd. Subsequently, the respondent changed its name from "Wire and Wireless India Ltd." to "Siti Cable Network Ltd." on or around 2012- 13. The respondent was incorporated in the course of a corporate restructuring exercise undertaken by Zee Networks Ltd., whereby cable business run by different entities within the Essel/Zee group of companies were to be consolidated within one corporate entit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f Mr. Laxminarayan, Mr. Subhash Chandra vide his letter dated May 7, 2007 requested the appellant to sell his 1,66,550 equity shares in the respondent at a computed higher price mentioned therein. A copy of the said letter dated May 7, 2007 is annexed hereto and marked as exhibit D. This was also not accepted by the appellant. It is pertinent to note that at or about the same time as Mr. Laxminarayan's or Mr. Subhash Chandra's letter referred above, the share price of the respondent was greater than Rs. 70, making the holding of the appellant valued at about Rs. 1.2 crores. 10. The appellant has, at no time, indicated his acceptance of any offer of any party for transfer of his 16,655 equity shares in the respondent and has not, at any time, signed any transfer form or any other form as required by statute, which would allow the respondent to transfer the appellant's 16,655 equity shares to any third party. 11. The appellant employment with the respondent was terminated on January 31, 2007. After cessation of employment with the respondent, the appellant moved to US and worked there till October 20, 2011. 12. The appellant, at no time prior to September, 2015 as set ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ration for such alleged transfer. The said transfer is fraudulent and illegal and not binding on the appellant. 16. The appellant stated that he has not executed the transfer deeds in favour of Jayneer, and as such, the transfer is ex facie illegal and without sufficient cause. The transfer has taken place on March 31, 2007 but whereas a letter from Mr. Subhas Chandra on May 7, 2007 indicates that the appellant continued to hold the shares in his name. Reply on behalf of the respondent 17. On March 24, 2006 the respondent was incorporated and the minimum subscribed capital as per applicable provisions of the Companies Act, 1956 are as follows : Name of the subscriber Designation with Essel group at the time of subscription No. of equity shares of Rs. 10 each subscribed Rajiv Garg CEO-Corporate Strategy and Finance-Essel Corporate 16,655 Himanshu Mody Executive Vice President-Zee Telefilms Ltd. 16,655 Sanjay Agarwal Sr. VP Finance-Zee Telefilms Ltd. 16,650 M. Lakshminarayanan Sr. VP and Company Secretary-Zee Telefilms Ltd. 10 Pushpal Sanghavi Sr. Manager Secretarial-Zee Telefilms Ltd. 10 Shailesh Dholakia Sr. Manager Secretarial-Zee Telefilms Ltd. 10 Vinod D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... peal and hence, the appeal is barred by limitation. The appellant has slept over his rights for a period of eight years and failed to justify inordinate delay in approaching the Tribunal. 23. The respondent claim that there was acquiescence on the part of the appellant to raise any objection regarding the transfer of share to Jayneer for a period of eight years. The respondent further claimed that the present appeal suffers from suppressioveri, suggestiofalsi and has deliberately suppressed the material information pertaining to corporate structuring. 24. The respondent also claimed that the inspection was provided to the appellant from the records available with the Registrar and share transfer agent of the company. Rejoinder of the appellant 25. The appellant denied the transfer of shares and execution of transfer deed to Jayneer Capital P. Ltd., in the year 2006 and claimed that the purported transfer deed is forged and did not know the witness who signed the transfer deed. The transfer deed being fabricated sought to be examined by the handwriting expert, the appellant further denied the ratification of transfer vide resolution dated March 31, 2007. 26. The appellant confi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t court outside India, specified by the Central Government by notification, in respect of foreign members or debenture holders residing outside India, for rectification of the register." Section 59 prescribes that if the name of any person is without sufficient cause entered in the register of members of the company or after having been registered in the register is without sufficient cause omitted, there from, the person aggrieved may appeal to the Tribunal against such order. 31. The company has recorded the transfer of shares on the basis of the share transfer deed lodged with them in the year 2006. The validity of such transfer is being questioned at a belated stage after the lapse of ten years. 32. Any action which ought to have been brought about to enforce the rights or revoke the transfer of shares by a deed of transfer within three years as per the Limitation Act, in the instance case, the action of challenging the validity of transfer deed dated December 22, 2006 was chosen to be filed on February 10, 2016 after a lapse of ten years from the date of execution and registration of the said transfer deed and ratification of the said transfer by investor grievance committ ..... X X X X Extracts X X X X X X X X Extracts X X X X
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