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of <h1>Court orders rectification of Share Register under Companies Act; timely action crucial</h1> <h3>Bharat K. Gajjar And Anr. Versus Castrol India Limited, Mumbai</h3> Bharat K. Gajjar And Anr. Versus Castrol India Limited, Mumbai - 2003 115 CompCas 396 CLB Issues involved:1. Rectification of Register of Members of a company under Section 111A of the Companies Act, 1956.2. Delay in seeking rectification of the register.3. Claim for dividends, bonus shares, and right shares.4. Impleading subsequent transferees and National Securities Depository Limited (NSDL) as party respondents.5. Summary nature of proceedings under Section 111A and the requirement of proving lack of bonafide transfer.Detailed Analysis:1. The petition was filed seeking rectification of the Register of Members of a company under Section 111A of the Companies Act, 1956. The main reliefs requested included entering the petitioners' names in place of another party in respect of specific shares and claiming rights attached to those shares. The petitioners had previously filed a suit related to the same shares but did not include a prayer for rectification of the register in that suit.2. Significant delay was noted in seeking rectification, with a gap of over 5 years between the events prompting the need for rectification and the filing of the petition. The petitioners were criticized for the delay in realizing their names were not on the share certificate and for not taking prompt action despite being aware of the issue.3. The petitioners claimed dividends, bonus shares, and right shares related to the disputed shares. However, the judgment highlighted the lack of timely action by the petitioners in asserting their rights, which impacted the decision on granting reliefs.4. The issue of impleading subsequent transferees and NSDL as party respondents was raised during the proceedings. The judgment noted objections raised by the petitioners' counsel against impleading these parties, which influenced the decision on the relief granted.5. The nature of proceedings under Section 111A was emphasized as summary proceedings where serious title disputes should be addressed through a suit. The judgment highlighted the need to prove lack of bonafide transfer, which required evidence and the impleading of relevant parties. The delay and laches on the part of the petitioners were considered detrimental to their case.In conclusion, while the Register of Members was directed to be rectified for specific shares, other reliefs related to dividends and bonus shares were not granted due to the petitioners' significant delay and failure to involve necessary parties. The judgment highlighted the importance of timely action, proper evidence, and adherence to legal procedures in seeking remedies under the Companies Act, 1956.
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