2012 (2) TMI 644 - HC - Companies Law

Appeal Dismissed: Companies Act Challenge Over Share Register Rectification Denied

The appeal filed under section 10F of the Companies Act challenging the CLB's order for rectification of share register under section 111A was dismissed. ... - Issues involved: Appeal filed u/s 10F of Companies Act challenging CLB's order dismissing petition u/s 111A for rectification of share register.Details of the judgment:1. Observations of CLB: - CLB found no case u/s 112 of the Act, deemed certification claim untenable. - Alleged collusion between Managing Director and petitioner's father. - Lack of valid transfer endorsement on share certificate. - Respondent's contention of collusion prima facie established. - Proxy litigation to remove disqualification of Statutory Auditor. - Failure to follow normal transfer procedure. - Respondent's contentions remain unrebutted.2. Appellant's Submissions: - Impugned order based on surmises, not addressing relied upon documents. - Mention of Share Certificate, Share Transfer Form, and shareholder list. - Original Share Transfer Register not produced by respondent. - Respondent's evasive response to appellant's request for notice.3. Respondent's Arguments: - Appellant's petition filed for collateral purpose by father, previous auditor. - Allegations of fabricated documents by appellant's father in collusion with previous management. - Change in management in 2005, loss of documents during office shift. - Discrepancies in transfer documents pointed out. - Appellant's father shown as shareholder in contemporaneous shareholder list.4. Court's Decision: - Appeal u/s 10F lies on question of law or perverse finding. - No perversity found in impugned order. - Lack of transfer number, ledger folio number, and company stamp/seal on documents. - Legally valid explanation for non-production of original Share Transfer Register. - Annual returns filed by previous management show appellant's father as shareholder. - CLB rightly concluded falsity of petitioner's case based on public documents. - Appeal deemed devoid of merit and dismissed without costs.